Exceptions to the obligation to provide assistance 1. Assistance may be refused or may be subject to the satisfaction of certain conditions or requirements, in cases where a Party or the EAC Partner States as the case may be concerned is of the opinion that assistance under this Protocol would:
Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. 2
IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, WLB is controlled as to 38% by Xx. Xx Xxxxxx, the chairman of the Board, an executive Director and a controlling shareholder indirectly holding approximately 51.65% of the total number of issued Shares. As such, WLB is an associate of Xx. Xx Xxxxxx, and a connected person of the Company under the Listing Rules, and the transactions contemplated under the Bank Deposit Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As the Annual Cap for each of the three years ending 31 March 2021 is expected to represent more than 5% of one or more of the applicable percentage ratios under the Listing Rules and exceed HK$10 million, the transactions contemplated under the Bank Deposit Agreement and the Annual Caps are subject to reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. In view of the foregoing, the Company will seek to obtain the approval of the Independent Shareholders on the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps) at the EGM. As at the date of this announcement, Xx. Xx Xxxxxx, through Boardwin Resources Limited, indirectly holds approximately 51.65% of the total number of issued Shares, and Xx. Xxxxx Xxxxxxx, the spouse of Xx. Xx Xxxxxx, beneficially owns approximately 4.89% of the total number of issued Shares. In accordance with the Listing Rules, at the EGM where the voting will be taken by poll, Xx. Xx Xxxxxx, Xx. Xxxxx Xxxxxxx, and Xxxxxxxx Resources Limited, who are materially interested in the Bank Deposit Agreement, and their respective associates are required to abstain from voting on the proposed resolutions for approving the Bank Deposit Agreement and the continuing connected transactions contemplated thereunder (including the Annual Caps). The Company has established the Independent Board Committee comprising all four independent non-executive Directors to advise the Independent Shareholders as to whether the terms of the continuing connected transactions contemplated under the Bank Deposit Agreement are fair and reasonable, and whether such transactions are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote at the EGM, after taking into account the recommendations of the IFA. Opus Capital Limited has been appointed as the IFA to advise the Independent Board Committee and the Independent Shareholders as to the foregoing matters.
Amendments and Rights Under the Federal Power Act This Interconnection Service Agreement may be amended or supplemented only by a written instrument duly executed by all Interconnection Parties. An amendment to the Interconnection Service Agreement shall become effective and a part of this Interconnection Service Agreement upon satisfaction of all Applicable Laws and Regulations. Notwithstanding the foregoing, nothing contained in this Interconnection Service Agreement shall be construed as affecting in any way any of the rights of any Interconnection Party with respect to changes in applicable rates or charges under Section 205 of the Federal Power Act and/or FERC’s rules and regulations thereunder, or any of the rights of any Interconnection Party under Section 206 of the Federal Power Act and/or FERC's rules and regulations thereunder. The terms and conditions of this Interconnection Service Agreement and every appendix referred to therein shall be amended, as mutually agreed by the Interconnection Parties, to comply with changes or alterations made necessary by a valid applicable order of any Governmental Authority having jurisdiction hereof.
Supplier’s Obligations on Termination Unless otherwise specified by Buyer, upon Supplier’s receipt of a notice of termination of this Order, Supplier shall promptly: (a) stop work as directed in the notice; (b) place no further subcontracts/orders related to the terminated portion of this Order; (c) terminate, or if requested by Buyer assign, all subcontracts/orders to the extent they relate to work terminated; (d) deliver all completed work, work in process, designs, drawings, specifications, documentation and material required and/or produced in connection with such work; and (e) return or destroy all Confidential Information as set forth in Section 16(d).
Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:
Your Obligations to Us 8.1 This Hire Agreement is personal to You and You must not allow nor authorise any other person or entity to use, re-hire or have possession of the Equipment at any time, unless expressly agreed by Us in writing.
Information and Services Required of the Owner § 3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements.
Conditions to Each Party’s Obligations The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:
Actions under the Program The actions taken by the Recipient under the Program include the following:
