Cap and Proportionate Reduction Sample Clauses

Cap and Proportionate Reduction. The actual amount paid to Settlement Class Members will depend upon the number of Valid Claims. If the total amount to be paid as a result of Valid Claims exceeds the amount of the Settlement Sum that remains after the payment of Class Representative Service Awards, and Class Counsel’s Fee Award, then the Benefit payable to each Claimant shall be proportionately reduced, such that Defendant’s maximum liability under this Agreement shall not exceed the Settlement Sum.
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Related to Cap and Proportionate Reduction

  • Proportionate Amounts Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

  • PROPORTIONATE SHARE If the Premises are a part of a multiple tenancy complex, the responsibility of the Lessee for costs are determined by taking a percentage of the total cost of the expenses based upon the rentable floor space in said complex occupied by the Lessee. It is agreed that the Premises is [%] ("Proportionate Share") of the total floor space in the building. The Lessor may, with notice to the Lessee, elect to perform and provide certain maintenance and services pertaining to the entire building or area of which the Premises are a part, including, but not limited to, landscaping, trash removal, lawn maintenance, common area lighting, watering, paving maintenance, and snow removal. In such event, the Lessee shall reimburse the Lessor for its Proportionate Share of such maintenance services. Within ninety (90) days following the end of each year during the Term, the Lessor shall furnish the Lessee with a written statement covering the lease year just expired (measured from the Commencement Date), showing in reasonable detail a general breakdown of the total operating costs, the amount of the Lessee's obligation relating thereto, and the total payments made by the Lessee. The Lessee agrees to conduct its business in a lawful and legal manner, and in a way that provides quiet enjoyment to the rest of the Lessees in the complex, including, but not limited to, mitigation and limitation of noise, vibration, odor, trash, or fumes. In the event the Lessor receives complaints from other Lessees in the building or complex and determines, in its sole reasonable judgment, that the Lessee is conducting its operations in a manner so as to be objectionable to other Lessees, the Lessee shall, upon notice from the Lessor, promptly modify its operations to eliminate such objections.

  • WORKFORCE REDUCTION In the event that funding reductions or shortfalls in funding occur in a department or are expected, which may result in layoffs, the department will notify the union and take the following actions:

  • Allocation Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

  • Proportionate Leave on Termination Where an employee has given five working days' or more continuous service, inclusive of any day off as prescribed by Clause 11(1) - Hour or 16(4) - Shift Work (exclusive of overtime), and he/she either leaves his/her employment of his/her employment is terminated by the employer he/she shall be paid a twelfth of a week's wages for each completed five working days of continuous service with his/her current employer for which leave has not been granted or paid for in accordance with this award.

  • Direct Expenses 1. Fees and expenses of its directors (including the fees of those directors who are deemed to be "interested persons" of the Fund as that term is defined in the Investment Company Act of 1940) and the meetings thereof;

  • Workforce Adjustment (a) The Parties recognize that workforce adjustment may be necessary due to the elimination of positions resulting from a reduction in the amount of work required to be done by the Commission, reorganization or program termination.

  • Adoptive Family Initials D. In the event of potential dissolution (relinquishing a child at any point after adoption finalization in Bulgaria), CCAI will: • Inform the Adoptive Family of the legal process in Colorado • Provide counseling services and support during the decision process • In the event of actual dissolution, provide referrals to professional services • Where possible, assist in locating an appropriate domestic placement for the child • Offer State-required relinquishment counseling (additional fee) By initialing below, I/we acknowledge and agree that I/we have read and understand the services to be provided by CCAI in the event of adoption dissolution. Adoptive Family Initials

  • Refund after Scaling Completed Any cash deposit, in excess of that required to meet charges under B4.2, shall be refunded or transferred within 15 days of Purchaser’s request after Scaling is completed, except for amounts estimated to be required under B9.5. B4.3 Payment Guaranteed by Xxxx or Deposited Securities. To guarantee payment, Purchaser may fur- nish and maintain an acceptable surety bond or deposit in a Federal Depository negotiable securities of the United States. The securities shall be deposited through the Re- gional Fiscal Agent accompanied by a power of attorney and agreement authorizing the bond-approving officer to sell or collect such securities if payment is not made within 15 days of billing by Forest Service. The penal sum of such surety bond or the market value at time of deposit of such negotiable securities shall be the maximum amount of the payment guaranteed. For payment purposes, penal sum of the surety bond or market value at time of deposit of negotiable securities shall be in lieu of the performance bond furnished under B9.1.

  • Construction Cost Adjustment Contracting Officer, as provided in B5.21, B5.212, B5.251, B5.252, and B5.253, shall adjust Specified Road construction cost estimates in the Schedule of Items and show the adjustments as credits or debits to Timber Sale Account in the month when the road segment is accepted.

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