Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant.
(a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee.
(b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereof, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 days' prior notice thereof and (B) if, within 15 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Sectio...
Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant................................ 49 SECTION 15. Certain Retained Rights and Releases............................ 52
Certain Additional Provisions. Additional defined terms, covenants and requirements have been included in Schedule A attached hereto and made a part hereof. Such additional defined terms, covenants and requirements are incorporated in this Escrow Agreement by reference thereto as if set forth in full herein and the Borrower hereby agrees to observe and comply with each such additional term, covenant and requirement included in Schedule A as if the same were set forth in its entirety where reference thereto is made in this Escrow Agreement.
Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant . . . . . . . . . . . . . 41 SECTION 15. Certain Retained Rights and Releases . . . . . . . . . . . . . 43
Certain Additional Provisions. Anything in this Agreement to the contrary notwithstanding, any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") shall be limited to the maximum amount that can be payable without such Payment being subject to the excise tax imposed by Section 4999 of the Code on Employee. The Company agrees to comply, to the extent feasible, with the Employee's preferences concerning the components of any Payment required to be limited under the previous sentence.
Certain Additional Provisions. 16.1 DRD plans to provide the Group brochures or other information promoting Disney multi-day theme park tickets. The Group agrees to promote Disney multi-day theme park tickets by including this information in the pre-registration materials that the Group mails to its prospective attendees and in the materials that the Group furnishes to its attendees during the on-site registration for the Conference. Hotel's Catering & Convention Services Department will assist the Group in these efforts so that this information will be provided to the Group in a timely manner before the mailing and printing of the Group's materials.
16.2 DRD provides to its guests regularly scheduled complimentary transportation between its hotels and various other WDW Resort theme park locations. This transportation will not accommodate group movements. If the Group wishes group transportation, the Group can make arrangements through Hotel's Catering & Convention Services Department.
16.3 In choosing the Hotel the Group will have access to a wide variety of resources offered by or through Disney Event Group (subject to availability). These include an extensive inventory of audio visual equipment and technical support, custom business production services, Disney entertainment, theme parties, floral, linen and photographic services. The Group agrees to provide Disney Event Group an opportunity to bid on any of the Group's Conference needs that require these services.
16.4 Except as otherwise provided herein, the Hotel will not have facilities to store equipment or materials for the Group before the Conference and, if required, the Group will need to make arrangements with a local company for storage and delivery of any such equipment or materials.
16.5 Neither the Hotel nor any of its affiliates will be responsible for damage or loss of any merchandise or articles brought into the WDW Resort, or for any item left unattended.
16.6 This Contract is intended for the exclusive benefit of DRD, its parent, subsidiary, affiliated and related companies (the "Disney Companies") and IEEE, and will not create any rights in or be enforceable by any other individual or entity.
16.7 The Group's individual attendees may take photos or video of the Group's meetings or functions solely for their own personal and non-commercial use without obtaining DRD's approval. In addition, the Group may take photos and video of the indoor functions that the Group holds within private meeting rooms at the Hotel witho...
Certain Additional Provisions. This Article XI consists of Sections 10 through 14 and 20. Sections 1 through 9 and 15 through 19 are intentionally omitted.
Certain Additional Provisions. (a) Anything in this Agreement to the Contrary notwithstanding, in the event it shall be determined that, as a result, directly or indirectly, of the operation of the Company's Stock Option Plan, or any successor option or restricted Stock plans (the "Option and Restricted Stock Acceleration") or the receipt of any other payment or distribution by the Company to or for the benefit of the Executive whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the amount payable to the Executive hereunder or as a result of the Option and Restricted Stock Acceleration shall, at the election of Executive, be reduced in an amount that would result in the Executive being in the most advantageous net after-tax position (taking into account both income taxes and any Excise Tax). For purposes of this determination, the "base amount" as defined in Section N 280G(b) (3)(A) of the Code shall be allocated between the Option and Restricted Stock Acceleration, on the one hand, and Payments, on the other hand, in accordance with Section 280G(b)(3)(B) of the Code.
(b) All determinations required to be made under this Section 9, including the amount of any reduction that will be made in the payments made pursuant to this Agreement and the assumptions to be utilized in arriving at such determinations, shall be made by Coopers & Xxxxxxx (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.
Certain Additional Provisions. (a) The base salary and bonus benefits to which Mxxxxxx is entitled under Section 4.1 of the Plan will be payable on the dates and in the amounts set forth on Schedule A.
(b) Notwithstanding the terms of the Plan, Mxxxxxx agrees that, in the event that a Change in Control (or an agreement to enter into a Change of Control which is ultimately consummated) occurs within 1 year of the Termination Date, he will not be entitled to receive, and he hereby waives all rights to, any additional payments other than as set forth in Schedule A, including any additional payments that would be made under the Plan.
(c) Recognizing Mxxxxxx’x medical and dental benefits under Section 4.2 of the Plan, the Company confirms that, if Mxxxxxx relocates to another State, he will be entitled to transition his medical and dental benefits under Section 4.2 of the Plan to the appropriate PPO plan maintained by the Company.
(d) Mxxxxxx waives any right to outplacement services under Section 4.4 of the Plan.
(e) The first sentence of Section 5.2(b) of the Plan is deleted and replaced with the following: “’Competitive Activities’ means business activities related, in whole or in part, to the development, design, manufacture or sale of photovoltaic products anywhere in the world. Notwithstanding the foregoing, Participant shall not be prohibited from becoming associated with a business engaged in Competitive Activities, so long as Participant is not rendering services, directly or indirectly, in connection with any Competitive Activities.”
Certain Additional Provisions. 4.1 Due Diligence Deliveries by Smart 16 4.2 Access to the Lands 17 4.3 SmartStop’s Investigations 18 4.4 Feasibility Condition 18 4.5 Confidentiality - SmartStop 19 4.6 Confidentiality – Smart 20 4.7 Subsequent Deliveries 21 4.8 Settlement of Documents 22 4.9 Trade-Marks 23 4.10 Zoning Condition 23 4.11 Severance Condition 24 4.12 Walmart Consent 25 4.13 Development Plan and Development Budget 25 4.14 Pre-Closing Costs 26 4.15 REOA 27 4.16 Encumbrances 27
4.17 Decision Making in Respect of the Retained Lands 28 4.18 ROFO Agreement 28 4.19 Signage 29
