Alternative Vehicle Sample Clauses

Alternative Vehicle. The General Partner may determine, in its good faith judgment, that for tax or other reasons applicable to one or more Partners, it is in the best interests of the Partnership and the Partners to make a potential investment in an Asset through one or more alternative entities organized by or on behalf of the General Partner or its Affiliates and having economic terms, conditions and management substantially similar in all material respects, to the extent practicable, to those of the Partnership (each, an “Alternative Vehicle”), provided, that (a) the General Partner or an Affiliate thereof shall serve as the general partner (or a position of similar responsibility and control) with respect to any such Alternative Vehicle (without limiting the responsibilities and obligations of the General Partner hereunder), (b) the General Partner, in its sole discretion, shall determine which Limited Partners shall participate in an Alternative Vehicle, (c) Limited Partners participating in the investment through the Alternative Vehicle shall be required to make capital contributions directly to the Alternative Vehicle to the same extent, for the same purposes and on the same terms and conditions as Partners are required to make Capital Contributions to the Partnership, (d) any capital contributions made to any Alternative Vehicle shall reduce the Unfunded Commitments of the participating Limited Partners to the same extent as if Capital Contributions were made to the Partnership with respect to such investments, (e) distributions and allocations from any Alternative Vehicle and the Total Shortfall amount pursuant to Section 13.3 of this Agreement shall be determined as if the investment was made solely by the Partnership so that such distributions and allocations among the General Partner and Limited Partners are made on a pooled basis (and not on a deal by deal basis), taking into account all other distributions and allocations; (f) upon the dissolution of the Partnership, any such Alternative Vehicle shall similarly be dissolved as promptly as practicable, (g) any such Alternative Vehicle shall be organized as (i) a limited partnership, (ii) a limited liability company, (iii) a business trust, (iv) an entity for which a U.S. “check-the-box” election to be treated as a partnership could be made under the Code, (v) a corporation or an entity for which a U.S. “check-the-box” election to be treated as a corporation could be made under the Code, or (vi) a real estate inve...
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Alternative Vehicle. If the Specified School Bus does not comply with any provision of this Contract or any requirement of the Authority issued under it, or for any other reason the Contactor is unable to use it to perform the Service, the Contractor must, at the Contractor’s sole cost and expense:
Sample 1
Alternative Vehicle. 5.1 If either Party notifies the other (whether before, at or after the establishment of the Reservoir Trust) that it no longer believes the Reservoir Trust to be the appropriate vehicle to hold Distribution Linked Contributions (including, without limitation, if it would result in adverse tax or regulatory consequences for the Principal Employer or NWPTL or the Reservoir Trustee as a result of a change in law or of the practice or guidance of any relevant regulatory body), the Parties will cooperatively work together to identify amendments to the Reservoir Trust to mitigate such consequences or to terminate the Reservoir Trust and establish an Alternative Vehicle which is as similar as practicable to that described in the Heads of Terms and which gives effect to the Principal Employer’s obligations under Clauses ‎3 and ‎4.
Sample 1

Related to Alternative Vehicle

  • Company Vehicle Silverleaf shall furnish Employee a company owned vehicle for use by Employee in performing his or her duties, and Silverleaf shall pay all expenses associated therewith.

  • Alternative Process Nothing herein shall in any way be deemed to limit the ability of the Lenders to serve any such process or summonses in any other manner permitted by applicable law.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Vehicle Bodily Injury combined single limit vehicle bodily injury and property damage liability - $500,000 each occurrence. [END OF INSURANCE REQUIREMENTS] EXHIBIT D CONTRACTOR ASSURANCE OF COMPLIANCE WITH THE MENDOCINO COUNTY HEALTH & HUMAN SERVICES AGENCY NONDISCRIMINATION IN STATE AND FEDERALLY ASSISTED PROGRAMS NAME OF CONTRACTOR: Ford Street Project HEREBY AGREES THAT it will comply with Title VI and VII of the Civil Rights Act of 1964 as amended; Section 504 of the Rehabilitation Act of 1973 as amended; the Age Discrimination Act of 1975 as amended; the Food Stamp Act of 1977, as amended and in particular section 272.6; Title II of the Americans with Disabilities Act of 1990; California Civil Code Section 51 et seq., as amended; California Government Code section 11135-11139.5, as amended; California Government Code section 12940 (c), (h) (1), (i), and (j); California Government Code section 4450; Title 22, California Code of Regulations section 98000 – 98413; Title 24 of the California Code of Regulations, Section 3105A(e); the Xxxxxxx-Xxxxxxxx Bilingual Services Act (California Government Code Section 7290-7299.8); Section 1808 of the Removal of Barriers to Interethnic Adoption Act of 1996; and other applicable federal and state laws, as well as their implementing regulations [including 45 Code of Federal Regulations (CFR) Parts 80, 84, and 91, 7 CFR Part 15, and 28 CFR Part 42], by ensuring that employment practices and the administration of public assistance and social services programs are nondiscriminatory, to the effect that no person shall because of ethnic group identification, age, sex, sexual orientation, color, disability, medical condition, national origin, race, ancestry, marital status, religion, religious creed or political belief be excluded from participation in or be denied the benefits of, or be otherwise subject to discrimination under any program or activity receiving federal or state financial assistance; and HEREBY GIVE ASSURANCE THAT it will immediately take any measures necessary to effectuate this agreement. THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all federal and state assistance; and THE CONTRACTOR HEREBY GIVES ASSURANCE THAT administrative methods/procedures which have the effect of subjecting individuals to discrimination or defeating the objectives of the California Department of Social Services (CDSS) Manual of Policies and Procedures (MPP) Chapter 21, will be prohibited. BY ACCEPTING THIS ASSURANCE, CONTRACTOR agrees to compile data, maintain records and submit reports as required, to permit effective enforcement of the aforementioned laws, rules and regulations and permit authorized CDSS and/or federal government personnel, during normal working hours, to review such records, books and accounts as needed to ascertain compliance. If there are any violations of this assurance, CDSS shall have the right to invoke fiscal sanctions or other legal remedies in accordance with Welfare and Institutions Code section 10605, or Government Code section 11135-11139.5, or any other laws, or the issue may be referred to the appropriate federal agency for further compliance action and enforcement of this assurance. THIS ASSURANCE is binding on CONTRACTOR directly or through contract, license, or other provider services, as long as it receives federal or state assistance. Date CONTRACTOR Signature 000 Xxxx Xxxxxx, Xxxxx, XX 00000 Address of CONTRACTOR Appendix A CERTIFICATION REGARDING DEBARMENT, SUSPENSION, and OTHER RESPONSIBILITY MATTERS LOWER TIER COVERED TRANSACTIONS This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants’ responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211).

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

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