Conditions and Limitations. The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.
Conditions and Limitations. 1. A Party shall only apply a bilateral safeguard measure following an investigation by its competent authorities in accordance with Article 3 and subparagraph 2(c) of Article 4 of the Safeguards Agreement. To that end, Article 3 and subparagraph 2(c) of Article 4 of the Safeguards Agreement are incorporated into and made part of this Agreement, mutatis mutandis.
2. A Party shall notify the other Party in writing of the initiation of the investigation referred to in paragraph 1 and consult with the other Party as far as practicable in advance of applying a bilateral safeguard measure, with a view to reviewing the information arising from the investigation and exchanging views on the measure.
3. In the investigation referred to in paragraph 1, the Party shall comply with the requirements of subparagraph 2(a) of Article 4 of the Safeguards Agreement. To that end, subparagraph 2(a) of Article 4 of the Safeguards Agreement is incorporated into and made part of this Agreement, mutatis mutandis.
4. The investigation shall also demonstrate, on the basis of objective evidence, the existence of a causal link between increased imports and the serious injury or threat thereof. The investigation shall also take into consideration the existence of any factor other than increased imports which may also cause injury at the same time.
5. Each Party shall ensure that its competent authorities complete the investigation referred to in paragraph 1 within one year of the date of its initiation.
6. A Party shall not apply a bilateral safeguard measure:
(a) except to the extent, and for such time, as it is necessary to prevent or remedy serious injury and to facilitate adjustment;
(b) for a period exceeding two years, except that the period may be extended by up to two years if the competent authorities of the importing Party determine, in conformity with the procedures set out in this Article, that the measure continues to be necessary to prevent or remedy serious injury and to facilitate adjustment and that there is evidence that the industry is adjusting, provided that the total period of application of a safeguard measure, including the period of initial application and any extension thereof, does not exceed four years; or
(c) beyond the expiration of the transition period, except with the consent of the other Party.
7. In order to facilitate adjustment in a situation where the expected duration of a bilateral safeguard measure is more than two years, the Party applying the...
Conditions and Limitations. The obligations of each Holder under this Section 5 are subject to the following conditions and limitations:
(a) any representations and warranties to be made by such Holder in connection with the Approved Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, free of liens, claims and encumbrances;
(b) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Approved Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);
(c) the liability for indemnification, if any, of such Holder in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its Holders in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and subject to the provisions of the Certificate related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration actually paid to such Holder in connection with such Approved Sale;
(d) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Approved Sale in accordance with the provisions of the Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Approved Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; and
(e) upon the consummation of the Approved Sale, (i) each holder of each class or series of the Company’s capital stock will either receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock or, if any...
Conditions and Limitations. (a) The Company's obligations under Section 2 hereof shall be subject to the following limitations:
(i) the Company need not file a registration statement either (x) during the period starting with the date 60 days prior to the Company's estimated date of filing of, and ending 90 days after the effective date of filing of, any registration statement pertaining to securities of the Company (other than a registration of securities in a transaction to which Rule 145 (or any successor provision) under the Securities Act applies, in an exchange offer or with respect to an employee benefit plan or dividend reinvestment plan), provided that if such Company registration statement is not filed within 90 days after the first date on which the Company notifies a Holder of Restricted Stock that it will delay a Demand Registration pursuant to this clause (x), the Company may not further postpone such Demand Registration pursuant to this clause (x) or (y) during the period specified in the first proviso of subparagraph (a) of Section 4 hereof;
(ii) except as provided in Section 2(b) hereof, the Company shall not be required to cause to become effective more than three Demand Registrations, other than Demand Registrations meeting the requirements of Section 2 and which can be made by the Company using Form S-3, which shall not be limited in number; and
(iii) the Company shall have received the information and documents specified in Section 6 hereof and each Selling Holder shall have observed or performed its other covenants contained in Sections 6 and 8 hereof.
(b) The Company's obligation under Section 3 hereof shall be subject to the limitations and conditions specified in such Section and in clause (iii) of subsection (a) of this Section 5, and to the condition that the Company may at any time terminate its proposal to register equity securities for its own account and discontinue its efforts to cause a registration statement to become or remain effective as to any and all shares or other units of Restricted Stock that would otherwise have been eligible for inclusion in such registration.
Conditions and Limitations. 3.4.1 The following general conditions and limitations shall apply to the SLP:
a) the transportation cost for the return to BRAD's designated facility, if practicable, of any failed Covered Component necessary for failure investigation or redesigning studies shall be borne by BXXX but Buyer agrees to use reasonable efforts to ship the Covered Component on Buyer's aircraft to a scheduled destination closest to Canadair's designated facility at no cost to BXXX;
b) BRAD's obligations under this SLP are conditional upon the submission of reasonable proof acceptable to BXXX that the failure is covered hereby;
c) Buyer shall report any failure of a Covered Component in writing to BXXX`s Warranty administrator within two (2) months after such failure becomes evident * Failure to give this required notice shall excuse BXXX from all obligations with respect to such failure;
d) the provisions of Annex B Article 1.9 of the Warranty (except for subparagraphs (d) and (e) thereof) are incorporated by this reference and shall condition BRAD's obligations under this SLP with respect to any Covered Component;
e) BRAD's obligations under this SLP shall not apply to any Aircraft which has not been correctly modified in accordance with the specifications or instructions contained in the relevant Service Bulletins which are furnished to Buyer prior to receipt by BXXX from Buyer of any notice of an occurrence which constitutes a failure in a Covered Component, subject to Buyer having had reasonable time to i) obtain parts required for the installation of the Service Bulletin and ii) incorporate the Service Bulletin into the Aircraft. The provisions of this subparagraph shall not apply in the event that Buyer furnishes reasonable evidence acceptable to BXXX that such failure was not caused by Buyer's failure to so modify the Aircraft;
f) this SLP shall not apply to a failure of a Covered Component if BXXX determines that such failure may not reasonably be expected to occur on a repetitive basis unless subsequently demonstrated to be; and
g) this SLP shall not apply to a Covered Component where the failure results from an accident, abuse, misuse, degradation, except for normal wear and tear, negligence or wrongful act or omission, unauthorized repair or modification adversely affecting a Covered Component, impact or foreign object damage, to any Covered Component.
Conditions and Limitations. The Company, in its discretion, may file a registration statement on Form S-8 under the Securities Act of 1933 to register shares of Common Stock reserved for issuance under the Plan. At any time at which such a registration statement is not in effect, it shall be an additional condition precedent to any exercise of this Option that the Holder shall deliver to the Company a customary “investment letter” satisfactory to the Company and its counsel in which, among other things, the Holder shall state that the Holder is purchasing the shares for investment and acknowledges that they are not freely transferable except in compliance with state and federal securities laws.
Conditions and Limitations. 4.1 The Corporation's obligations under this Section 3 shall be subject to the Corporation having received the information and documents specified in Section 5 hereof and each Selling Holder shall have observed or performed its other covenants contained in Sections 5 and 7 hereof.
4.2 The Corporation's obligation under Section 4 hereof shall be subject to the limitations and conditions specified in such section, and to the condition that the Corporation may at any time terminate its proposal to register equity securities for its own account and discontinue its efforts to cause a registration statement to become or remain effective as to any and all shares of Restricted Stock that would otherwise have been eligible for inclusion in such registration.
Conditions and Limitations. Benefits are limited to Medically Necessary dental services such as restoration of the tooth or teeth or the initial placement of a bridge or denture to replace the tooth or teeth injured or lost as a direct and sole result of the accidental bodily injury. Except as listed here, or in Section 1.17 describing benefits for the treatment of cleft lip or cleft palate or both, or Section 2, Pediatric Dental Services, dental care is excluded from coverage. Benefits for oral surgery are described below.
Conditions and Limitations. The admission of any Person as a Member shall be conditioned upon such Person’s written acceptance and adoption of all the terms and provisions of this Agreement by execution and delivery of the Adoption Agreement in the form attached hereto as Exhibit C or such other written instrument(s) in form and substance satisfactory to the Managing Member on behalf of the Company.
Conditions and Limitations. 7.1. If Boeing or any Boeing supplier issues no-charge service bulletins or service bulletins with no-charge retrofit kits which would reduce Airframe Maintenance Material Cost, Customer will make any changes recommended by such service bulletins and install such retrofit kits within 240 days after issuance of such instructions or receipt of such kits at Customer's facility, or such longer period as may be mutually agreed by the parties. In the event of Customer's failure to comply with the time requirements of this paragraph 7.1, all Airframe Maintenance Material Cost which would have been eliminated if such service bulletins or retrofit kits had been incorporated, as determined by Boeing, will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirements.
7.2. Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures which affect or would affect the proper reporting of Airframe Maintenance Material Cost. Boeing will have the right to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.3. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte-
A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs improperly charged to such Work Descriptions. Boeing will provide Customer with written notification of its disapproval of any such costs, and if Customer does not provide proof that such costs are properly chargeable to such Work Descriptions within 60 days after such notification, Boeing and Customer will determine the amount to be deducted from the computation of the Average Reported Cost.
7.4. Boeing will have the right at all reasonable times to inspect and review Customer's maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in Customer's maintenance programs and procedures which would reduce the Average Reported Cost and offers reasonable proof that such changes will reduce such costs and Customer does not effect such changes or Customer delays effecting such changes beyond the period set forth in paragraph 7.1 herein, Boeing will have the right to adjus...
