Co-operation Clause Sample Clauses

Co-operation Clause. Each Finance Party shall use reasonable endeavours to cooperate with each Obligor to minimize the Taxes of such Obligor and such Finance Party, to the extent commercially practicable, including but not limited to claiming all potential treaty benefits, providing all necessary information to the Obligors as reasonably requested by them that would enable the Obligors to minimize the amount of any Tax Deduction or other Taxes of any kind (provided that the obligation to provide such cooperation shall not require the Finance Party to incur any additional costs or expenses [which are not borne up-front by the Obligors in full] or to expose itself to any potential loss or additional liability for Taxes). In the event any Finance Party fails to reasonably cooperate in such manner, the amount of any Taxes required to be paid or incurred or withheld on payments made by any Obligor to any such Finance Party by reason of such Finance Party’s default shall not be treated as a Tax Deduction, and the Tax gross-up provisions of Clause 12.2 (Tax gross-up) shall not apply to such amount.
Sample 1
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Related to Co-operation Clause

  • Integration Clause Except for documents and instruments specifically referenced herein, this Agreement constitutes the entire agreement between Bank and Borrower regarding the Loan and all prior communications verbal or written between Borrower and Bank shall be of no further effect or evidentiary value.

  • DURATION CLAUSE 1. This Agreement shall be in full force and effect from May 1st, 2022 to and including April 30th, 2027 and shall continue from year to year thereafter unless written notice of desire to cancel or terminate the Agreement is served by wither party upon the other not less than sixty (60) and not more than ninety (90) days prior to April 30th, 2022 or April 30th of any subsequent year. 2. Where no such cancellation or termination notice is served and the parties desire to continue said Agreement, but also desire to negotiate changes or revisions in this Agreement, either party may serve upon the other a written notice not less than sixty (60) and not more than ninety (90) days prior to April 30th, 2022, or April 30th of any subsequent contract year, advising that such party desires to revise or change terms or conditions of such Agreement. The respective parties shall be permitted all legal or economic recourse to support their requests for revisions if the parties fail to agree thereon. Nothing herein shall preclude the parties from making revisions or changes in this Agreement, by mutual consent, at any time during its term.

  • MANAGEMENT CLAUSE Subject to the provisions of this Agreement, the Employer has the exclusive right and authority to establish policies and manage stores covered by this Agreement and to direct the working forces employed therein including, but not limited to, the rights of hiring, suspending and discharging for proper cause, promoting, transferring and releasing employees from duties because of lack of work. The Employer will notify the Union when it places a cashier on an individual cash control program. There shall be no suspension because of work performance, absenteeism and/or tardi­ ness, without prior written notice having been given to the Union and the employee involved. The trial period for newly engaged employ­ ees shall be the first thirty (30) days of employ­ ment and may be extended to sixty (60) days at the request of the Employer to the Union. When new stores are opened by the Employer, the trial period shall be sixty (60) days for all employees newly employed at such time. After the first sixty (60) days from the opening date of the store, the trial period shall be thirty (30) days.

  • TERMINATION CLAUSE Whenever either of the parties hereto determines that termination of this Agreement is in such party’s best interest, then the Agreement may be terminated by giving written notification to the other party. A determination may include, but not be limited to: A. Failure of either party to comply with any or all items contained within Sections 1 through 15 of this Agreement, contract exhibits, and/or provisions of any subsequent contractual amendments executed relative to this Agreement; B. This Agreement may be terminated if project funds to WICHITA under the grant are suspended or terminated; C. Either party hereto may also, by giving thirty (30) days notice, terminate this Agreement for convenience; D. Upon receipt of notice of termination, DERBY shall: (1) discontinue further commitments of contract funds to the extent they relate to the terminated portion of the Agreement; (2) promptly cancel all Agreements and/or orders to subcontractors utilizing funds under this Agreement; (3) submit, within a reasonable period of time to be specified by WICHITA, a cancellation settlement proposal which shall include a final statement for the Agreement, or reimbursement of unearned funds previously distributed.

  • RECOGNITION CLAUSE The Employer agrees to recognize the Union as the exclusive bargaining agent for all employees in the bargaining units as so certified by the Public Employment Relations Commission (PERC) for the purpose of establishing wages, hours and conditions of employment. If PERC certifies the Union as the exclusive representative during the term of this Agreement for a bargaining unit in general government, the terms of this Agreement apply.

  • Co-operation Each Party acknowledges that this ESA must be approved by the Department and agree that they shall use Commercially Reasonable efforts to cooperate in seeking to secure such approval.

  • Management and Operation of Business Section 7.1 Management 47 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59

  • Limited Operation If any of the Connecting Transmission Owner’s Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades are not reasonably expected to be completed prior to the Commercial Operation Date of the Developer’s Large Generating Facility, NYISO shall, upon the request and at the expense of Developer, in conjunction with the Connecting Transmission Owner, perform operating studies on a timely basis to determine the extent to which the Developer’s Large Generating Facility and the Developer’s Attachment Facilities may operate prior to the completion of the Connecting Transmission Owner’s Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades consistent with Applicable Laws and Regulations, Applicable Reliability Standards, Good Utility Practice, and this Agreement. Connecting Transmission Owner and NYISO shall permit Developer to operate the Developer’s Large Generating Facility and the Developer’s Attachment Facilities in accordance with the results of such studies.

  • Arbitration Clause All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of New York, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in New York City, New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

  • Continuing Operation Except as specifically provided in this Section 10, the termination of Executive's employment or of this Agreement shall have no effect on the continuing operation of this Section 10.

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