Clarification of Intent. (a) The provisions of Sections 3.01(c), 3.02(c) and 3.03(b) are solely intended to allocate responsibility for any statements and omissions in the Registration Statement and the Prospectus between SG and the SG Subsidiaries, on the one hand, and Xxxxx Inc., Cowen LLC and the other Cowen Subsidiaries, on the other hand, as agreed by the Parties. Nothing in Section 3.01(c), 3.02(c) or 3.03(b) shall operate to modify the other provisions of this Agreement or the Principal Transaction Documents, including the Parties’ allocation of Cowen Assets, Cowen Liabilities and SG Liabilities hereunder and thereunder.
(b) For the avoidance of doubt, (i) neither SG nor Xxxxx Inc. shall indemnify, defend or hold harmless the Cowen Indemnitees or SG Indemnitees, as the case may be, in respect of the section of the Prospectus titled “Certain Relationships and Related Transactions” or in respect of the combined statements of financial condition contained in the Registration Statement, the Prospectus or any other document filed with the SEC by Xxxxx Inc. in connection with the IPO pursuant to the Securities Act or the Exchange Act and (ii) other than in respect of the Selling Stockholder Information as required by Section 3.02(c), SG shall not indemnify, defend or hold harmless the Cowen Indemnitees for any portion of the Registration Statement, the Prospectus or any other document filed with the SEC by Xxxxx Inc. in connection with the IPO pursuant to the Securities Act or the Exchange Act.
Clarification of Intent. 1. In the event of multiple openings for the position of Captain or Lieutenant in the two year period, the List of Qualified candidates will be created from the top five scorers remaining on the list.
2. A firefighter who meets eligibility for both Lieutenant and Captain may take both exams and may be on the List of Qualified Candidates for both Captain and Lieutenant.
Clarification of Intent. In the event of multiple openings for the position of Captain or Lieutenant in the two year period, the List of Qualified candidates will be created from the top five scorers remaining on the list.
Clarification of Intent. Notwithstanding anything in this Agreement to the contrary and for further clarity: (a) all Assets of Abbott, any Abbott Subsidiary, Hospira or any Hospira Subsidiary are intended to remain the property of Abbott or the Abbott Subsidiaries after the Effective Time until transferred, sold, consumed or otherwise disposed of by Abbott or the Abbott Subsidiaries, unless such Assets are Hospira Assets; and (b) to the extent that a Liability is a Hospira Liability it shall not be deemed to be an Abbott Liability.
Clarification of Intent. BofI and Participant intend that each sale and purchase of a Participation pursuant to this Agreement shall constitute a true sale of BofI’s right, title and interest in and to the related Participated Receivables to the extent of the Participant Percentage Interest in such Participated Receivables and not a pledge of security for a loan from Participant. BofI and Participant intend to account for the sale and purchase of each Participation in accordance with the guidelines set forth under FASB ASC 860-10-40-6A (as amended, from time to time). Should this treatment be challenged, the parties agree to modify and reform this Agreement, so that all Participations conform to the guidelines set forth under FASB ASC 860-10-40-6A and are treated as a "sale" for accounting purposes. If, notwithstanding such intent and any such reform, any sale and purchase of a Participation is deemed to be a pledge of security for a loan, BofI and Participant intend that the rights and obligations of the Parties with respect to such loan shall be established pursuant to the terms of this Agreement, and BofI hereby grants to Participant a perfected, first priority security interest in all of BofI’s right, title and interest in and to the related Participated Receivables and the related Distributions, in each case, to the extent of the Participant Percentage Interest in such Participated Receivables, to secure all of BofI’s obligations under this Agreement, the Purchase Price Notices and the Settlement Reports, and in such case, this Agreement shall constitute a security agreement between BofI and Participant under Applicable Law. BofI authorizes Participant to file UCC-1 financing statements, any continuation statements with respect thereto and any amendments thereto, to declare the intent of the Parties and as necessary to perfect and protect the interests of Participant in such Participations and Distributions.
Clarification of Intent. The PARTIES acknowledge that the intent of this Article 6 ("License Grants") is to allow each PARTY to fully practice any of the PATENT RIGHTS anywhere in the world without interference from the other PARTY and to assure that only the PARTIES and no third parties have any right, license or interest in or to the PATENT RIGHTS unless both PARTIES shall agree in writing otherwise.
Clarification of Intent. Any difficulties with the interpretation of this agreement are to be referred to the Joint Consultative Committee, which prepared this Agreement, for clarification of intent. If not resolved by consultation the matter will be referred to Fair Work Australia in accordance with the Grievance and Disputes Procedure of this Agreement.
Clarification of Intent. Salary Schedules 4th – 5th Grade Class Size
Clarification of Intent. Employees will be paid statutory holiday pay for any hours worked from midnight to midnight on a statutory holiday. Any hours worked on the shift outside those hours will be paid straight time.
Clarification of Intent. 87 Appointment of Full-time Faculty/AP and Part-time AP ................................... 3 5
