The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.
BUSINESS PROFITS 1. The profits of an enterprise of a Contracting State shall be taxable only in that State unless the enterprise carries on business in the other Contracting State through a permanent establishment situated therein. If the enterprise carries on business as aforesaid, the profits of the enterprise may be taxed in the other State but only so much of them as is attributable to that permanent establishment.
2. Subject to the provisions of paragraph 3, where an enterprise of a Contracting State carries on business in the other Contracting State through a permanent establishment situated therein, there shall in each Contracting State be attributed to that permanent establishment the profits which it might be expected to make if it were a distinct and separate enterprise engaged in the same or similar activities under the same or similar conditions and dealing wholly independently with the enterprise of which it is a permanent establishment.
3. In determining the profits of a permanent establishment, there shall be allowed as deductions expenses which are incurred for the purposes of the permanent establishment, including executive and general administrative expenses so incurred, whether in the State in which the permanent establishment is situated or elsewhere.
4. Insofar as it has been customary in a Contracting State to determine the profits to be attributed to a permanent establishment on the basis of an apportionment of the total profits of the enterprise to its various parts, nothing in paragraph 2 shall preclude that Contracting State from determining the profits to be taxed by such an apportionment as may be customary; the method of apportionment adopted shall, however, be such that the result shall be in accordance with the principles contained in this Article.
5. No profits shall be attributed to a permanent establishment by reason of the mere purchase by that permanent establishment of goods or merchandise for the enterprise.
6. For the purposes of the preceding paragraphs, the profits to be attributed to the permanent establishment shall be determined by the same method year by year unless there is good and sufficient reason to the contrary.
7. Where profits include items of income which are dealt with separately in other Articles of this Agreement, then the provisions of those Articles shall not be affected by the provisions of this Article.
Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.
Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.
SERVICES AND EQUIPMENT 15.01. Landlord, at its own cost and expense shall:
(a) Provide full passenger elevator service (i.e., five (5) Passenger elevator cars, subject to the provisions of Section 15.03) from 8:00 A.M. to 6:00 P.M. on all Business Days with two (2) passenger elevators available at all other times. Landlord may designate local and express stops for elevators and may change such designation of express and local stops from time to time. Landlord agrees that, except in an emergency situation, Landlord shall not grant permission for any construction items or materials or for any workmen carrying the same to be transported by use of the passenger elevator cars. At times other than during Business Hours of Business Days up to one (1) elevator car in Tenant’s elevator bank may be used for the transport of construction workers or materials; provided that such elevator car shall be properly cleaned before the beginning of the next Business Day. Landlord will use a first class standard for elevator maintenance.
(b) Provide freight elevator service to the Premises on a first come-first served basis (i.e., no advance scheduling) during the Building’s normal freight elevator hours (i.e., 8 A.M. to 12:00 P.M. and 1:00 P.M. to 4:30 P.M.) of Business Days. Freight elevator service shall also be provided to the Premises on a reserved basis at all other times, upon the payment of Landlord’s then established charges therefor which shall be Additional Charges hereunder. As of the date hereof, Landlord’s charge for overtime freight elevator service is at the rate of $200 per hour subject to increase in proportion to increases in Landlord’s actual costs to provide same. Any request for overtime freight elevator service shall entail a minimum in the number of hours to the extent the applicable Building Service Union Employee Service contract requires a minimum number of hours per shift.
(i) Supply ventilation throughout the year and supply heat and air-conditioning, as seasonally required; but in all events, Landlord shall supply heat from October 15 to April 15 and air-conditioning from April 15 to October 15, from the Building heating, ventilating and air-conditioning system from 8:00 A.M. to 6:00 P.M, on all Business Days in accordance with the specifications attached hereto as Exhibit N and made a part hereof.
(ii) In connection with its operation of the existing systems and equipment in the Building, give due consideration to the applicable portions of ASHRAE Standard No. 62-1989 to the extent that the same is implemented or adhered to generally by buildings with similar systems and equipment and of similar age and size. Tenant acknowledges that if it shall fail to keep entirely unobstructed all of the vents, intakes, outlet and grilles in the Premises at all times, or shall fail to comply with and observe all reasonable regulations and requirements prescribed by Landlord for the proper functioning of the heating, ventilating and air-conditioning system, the HVAC services may not meet the standards set forth in the specifications.
(d) Provide cleaning services, in accordance with the specifications set forth in Exhibit F hereto, in the Premises and public portions of the Building on all Business Days.
(e) Furnish hot and cold water for lavatory and drinking and office cleaning purposes and for use in all pantries and kitchenettes installed by Tenant in the Premises. If Tenant requires, uses or consumes water for any other purposes, Tenant agrees that Landlord may install a meter to measure Tenant’s water consumption, and Tenant further agrees to reimburse Landlord for the reasonable out-of-pocket cost of the meter and the installation thereof, and to pay for the reasonable out-of-pocket maintenance cost of said meter equipment within thirty (30) days after Landlord’s rendition of a xxxx therefor. Tenant shall reimburse Landlord for the water consumed as measured by said meter based upon the actual out-of-pocket cost to Landlord of such water, including any actual out-of-pocket costs incurred by Landlord in connection with the meter readings, and any sewer rents, and all other charges imposed by any authority, on, or measured by, the use of water within thirty (30) days after rendition of a xxxx therefor.
(f) Maintain listings on the Building directory of the names of Tenant, or its permitted subtenants, assignees or affiliates and the names of any of their officers and employees, provided that the names so listed shall not use more than Tenant’s Proportionate Share of the space on the Building directory. Tenant shall reimburse Landlord for any actual out-of-pocket costs incurred by Landlord to unaffiliated third parties in connection with changes and additions to such directory listings requested by Tenant.
(g) Repaint or retouch, as reasonably required to compensate for ordinary wear and tear and for any damage caused by Landlord, its employees, contractors and agents, all convector covers in the Premises not less frequently than once in every three (3) years; provided, however, that Tenant shall be solely responsible at its expense to remove its property and make such convectors accessible for such painting by Landlord.
(h) With respect to the Tenant named herein only, provide at the existing security/concierge desk in the lobby of the Building during all hours other than Business Hours of Business Days personnel to carry out such security procedures as are set forth in Exhibit P hereof and to implement other security measures as Landlord shall from time to time adopt (after consultation with Tenant, but without any obligation to obtain Tenant’s agreement or approval). Notwithstanding that Landlord shall agree to instruct its employees to follow such security procedures as set forth in this Lease, Landlord shall in no way be responsible for any violation of such procedures or circumvention of such Procedures as may occur from time to time at the Building and in no event shall Landlord be liable to Tenant for any loss, injury or damage to Tenant or to any other person as may result from violations or circumventions of the security procedures instituted at the Building as described in this subsection 15.01(h).
15.02. Holidays shall be deemed to mean all those dates designated as holidays by the Board of Governors of the New York Stock Exchange, in addition to dates designated as holidays by the City of New York, State of New York and/or the United States, and in addition shall also include holidays to which maintenance or service employees of the Building are entitled under their union contract or contracts.
15.03. Landlord reserves the right to interrupt, curtail or suspend the services required to be furnished by Landlord under this Article 15 when the necessity therefor arises by reason of accident, emergency, mechanical breakdown, or when required by any law, order or regulation of any Federal, state, county or municipal authority, or for any other cause beyond the reasonable control of Landlord. Except in case of an emergency, Landlord will notify Tenant in advance of any such stoppage, and if ascertainable, its estimated duration. Landlord shall complete all required repairs or other necessary work in accordance with the standards set forth in subsection 13.01(b). Except as set forth in Section 13.03 hereof and subject to the provision of Section 27.03 hereof, no diminution or abatement of rent or other compensation shall or will be claimed by Tenant as a result therefrom, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of such interruption, curtailment or suspension.
(a) If Tenant shall require heat or air-conditioning services at any time other than as furnished by Landlord in accordance with subsection 15.01(c) hereof, then, if Tenant shall give notice in writing to the Building superintendent prior to 4:00 P.M. in the case of services required on weekdays, prior to 4:00 P.M. on the Friday prior in the case of after hours service recurred on weekends or on holiday Mondays or prior to 4:00 P.M. on the day prior in the case of after hours service recurred on other holidays or weekends following Fridays which are holidays, Landlord shall furnish such service and Tenant shall pay to Landlord upon demand as Additional Charges hereunder Landlord’s then established charges therefor. As of the date hereof, Landlord’s standard rate charged to other tenants in the Building is $600.00 per floor per hour and, except as otherwise provided below in this subsection 15.04(a), requires a four (4) hour minimum and a four (4) floor minimum. Such charge shall be subject to increase in proportion to increases in Landlord’s actual costs to provide same provided however if Landlord charges a future tenant in the Building a lesser rate for the overtime heat or air-conditioning services, then provided Tenant shall agree to be obligated to utilize the same or more overtime heat or air-conditioning services utilized by such future tenant, such charge charged to Tenant shall then and thereafter be reduced to such lesser charge charged to such future tenant. If any other tenant or tenants of the Building in the same zone as Tenant request overtime air-conditioning or heating for any period for which Tenant has requested such service pursuant to the provisions of this subsection 15.04(a), then the Landlord’s charge for overtime HVAC, as set forth above, shall be prorated among Tenant and such other tenant or tenants, as the case may be. Notwithstanding the generality of the foregoing, any request for overtime HVAC service to commence at 6:00 P.M. on any Business Day shall not require or be subject to a “minimum” with respect to hours, but shall still require a four (4) floor minimum. Notwithstanding anything to the contrary contained herein, Tenant shall be entitled to receive overtime HVAC without being required to pay any Additional Charges therefor on up to twelve (12) occasions (each such occasion being of a duration of four (4) hours and applying with respect to four (4) floors in the Premises) during each calendar year to occur during the term of this Lease (prorated on the basis of one (1) such occasion per month with respect to any partial calendar year to occur during the term of this Lease). Each such four (4) continuous hour period is
MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.
Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.
Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.
a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract.
b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.
SIGNIFICANT LANDS INVENTORY FINDING Find that this activity is consistent with the use classification designated by the Commission for the land pursuant to Public Resources Code section 6370 et seq.
Leased Equipment The risk of loss or damage to leased equipment, goods or property shall not transfer to the University except as provided in §680.219, Florida Statutes. Any security interest in the leased equipment, goods or property granted to the Contractor contrary to AGO 79-72 and AGO 80-9 is null and void. Limitations of remedies provisions, which are unconscionable under applicable Florida law, are void. MATERIAL SAFETY DATA SHEET (MSDS). In compliance with Florida Statutes, Ch. 442, a Material Safety Data Sheet (MSDS) must accompany any applicable item delivered under this Agreement.
