Interim Period During the Interim Period, the Seller shall cause the Company to be managed in accordance with its ordinary course of business, in accordance with Applicable Law and with past practice, so as to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected to result in a breach of the provisions of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given to the Seller by the Purchaser, which consent shall not be unreasonably withheld, save for any transaction to be entered into or any action to be carried out pursuant to this Agreement, without prejudice to any different provision under this Agreement, the Seller shall procure that:
(a) the Company does not issue any shares, warrants, convertible or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change in its capital structure;
(b) no dividends or reserves will be declared or paid by the Company, except for an amount equal to Euro 575.000,00 (five hundred seventy-five thousand/00), pursuant to Paragraph 4.2 above;
(c) except for the possible extension of the current temporary lease agreement, the Company does not sell, transfer, pledge, mortgage, lease or otherwise dispose of any assets or properties (other than inventory, products and systems sold to customers in the ordinary course of business);
(d) the Company does not hire any personnel, with the exception of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement or (b) required to replace terminated employees;
(e) the Company does not amend the employment agreements, collective bargaining agreements or other collective labour agreements or conventions applicable to the Company’s employees’, increase the compensation payable to the employees and the directors of the Company or grant any of them additional personal benefits, bonuses or indemnities, other than increases or benefits, bonuses or indemnities mandated by Applicable Law or by collective bargaining agreements;
(f) the Company does not merge, demerge or consolidate with other companies and do not amend in any way whatsoever the by-laws;
(g) the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment with respect to any of the foregoing.
Billing Period The calendar month shall be the standard period for all charges and payments under this Agreement. On or before the fifteenth (15th) day following the end of each month, Seller shall render to Buyer an invoice for the payment obligations incurred hereunder during the preceding month, based on the Energy Delivered in the preceding month, and any RECs deposited in Buyer’s GIS account or a GIS account designated by Buyer to Seller in writing in the preceding month. Such invoice shall contain supporting detail for all charges reflected on the invoice, and Seller shall provide Buyer with additional supporting documentation and information as Buyer may request.
Billing Cycle The billing on each matter shall be submitted on a calendar month basis (30 day cycle). A final bill for all outstanding charges should be forwarded immediately by the Firm upon the conclusion of each matter. Citizens has sole discretion to consider billing for work performed which is submitted late to Citizens. Late is defined as billed events that occurred more than 60 days prior to it being initially submitted to Citizens for payment. Citizens will not honor interest fees or other late fees assessed by any Firm or Vendor for any invoice submitted for payment. Billing submitted late to Citizens will not be given priority review.
8.2.1 No initial appeal will be considered if filed with Citizens more than sixty (60) days after the date of initial denial/reduction by Citizens for the billed event. The date of initial denial/reduction is the date the invoice was paid. Citizens will consider only one appeal by the Firm for each invoice submitted for payment and all line entries appealed from the initial invoice must be included on a single appeal. Appeals must provide additional information for Citizens to reconsider a prior reduction. Appeals that fail to provide additional information will not be considered and Citizens initial denial/reduction of the invoice will be upheld.
8.2.2 Each invoice submitted to Citizens shall only reflect work that is performed within a single calendar month (approximately a thirty (30) day period). Firms should not submit invoices that contain line item dates that occur outside the period of a single calendar month neither should invoices contain multiple months of billing. Only one invoice should be submitted per service period. If multiple invoices are submitted for a service period or invoices are submitted for a time period not corresponding to the required single calendar monthly billing cycle, invoice(s) may be deleted for resubmittal and will not be given a priority review upon resubmittal.
Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.
Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.
Construction Phase Services 3.1.1 – Basic Construction Services
Pre-Commencement Phase Services The services required to be provided by the Contractor for the Pre- Commencement Phase of the Project in accordance with the Contract Documents.
Term of Contract; Contract Extension The Contract will be in effect from the Effective Date (15 December 2016) through 31 December 2018. DAS, in its sole discretion, may extend this Contract for additional terms beyond the original term, prior to Termination or expiration, one or more times for a combined total period not to exceed the complete length of the original term.
Transitional Period At the end of the transitional period as defined in Article 10(2) of the Directive, the contracting parties shall cease to apply the withholding/retention tax and revenue sharing provided for in this Agreement and shall apply in respect of the other contracting party the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive. If during the transitional period either of the contracting parties elects to apply the automatic exchange of information provisions in the same manner as is provided for in Chapter II of the Directive it shall no longer apply the withholding/retention tax and the revenue sharing provided for in Article 9 of this Agreement.
Contract Year A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.
