Duties of Localities Sample Clauses

Duties of Localities. A. The Localities will cooperate with VPSA, the Investment Manager and the Depository in order to ensure that the purposes of this Proceeds Agreement and the Related Tax Agreements are fulfilled. To that end, each Locality covenants and agrees that it will take any and all action and refrain from taking any and all action, as recommended by its bond counsel, to maintain the excludability from gross income for federal income tax purposes of interest on the VPSA Bonds to the same extent such interest was so excludable on the Closing Date. B. If a Locality is required to restrict the Yield on its investments in order to comply with such covenant or to maintain the exclusion from gross income for federal income tax purposes of the interest on the VPSA Bonds (the "Yield Restriction Requirement"), it shall timely notify the Investment Manager to restrict such Yield to the VPSA Bond Yield. To the extent permitted by law, each Locality agrees to provide for the payment of any Yield Reduction Payment required to comply with the Yield Restriction Requirement, from any funds that are, or may be made legally available, for such purpose. Each Locality acknowledges that the payment of its Yield Reduction Payment is necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the VPSA Bonds. Each Locality agrees to complete and to provide to VPSA such forms as VPSA may request for filing in connection with the payment of the Locality's Yield Reduction Payment. C. Each Locality agrees not to charge its general fund or otherwise set aside or earmark funds with which to pay debt service on its Local School Bond (other than as a budget item) prior to the date of payment thereof to VPSA. D. Each Locality agrees to provide for the payment of its Locality Rebate Requirement and acknowledges that the payment of its Locality Rebate Requirement is necessary to maintain the exclusion from gross income for federal income tax purposes of interest on the VPSA Bonds. Each Locality agrees to complete and to provide to VPSA such forms as VPSA may request for filing in connection with the payment of the Locality Rebate Requirement. E. Each Locality hereby covenants and represents that neither the Locality nor any related party, as defined in Section 1.150-1(b) of the Treasury Regulations, to such Locality, pursuant to any arrangement, formal or informal, will purchase the VPSA Bonds in an amount related to the amount of the Local School Bond to be a...
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Related to Duties of Localities

  • Duties of Provider 5. D e-Identified Data. Section 5 (De-Identified Data) of Article IV (Duties of Provider) of the SDPA is hereby modified by deleting “indirectly” from the last sentence and by deleting the second to last sentence and replacing with the following sentence: “Except for Subprocessors, Provider agrees not to transfer de- identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification, and (b) that party agrees to comply with all applicable federal, state, and local laws, rules, and regulations pertaining to Student Data privacy and security, all as may be amended from time to time.”

  • Duties of Lea 1. Privacy Compliance LEA shall provide data to Provider for the purposes of the Service Agreement in compliance with FERPA, COPPA, PPRA, SUPER and all other Washington privacy statutes.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon Company or its subsidiaries or to which Company or any of its subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Company or any of its subsidiaries, any acquisition of property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries as currently conducted.

  • Duties of Members Each Member must have a duty as set forth in Exhibit 1 to this agreement. The Members agree that the failure to satisfy a Member’s duties may result in the expulsion or removal of that Member. (a) If a Member fails at their duties for a period of one hundred twenty (120) consecutive days, the Member will lose their membership interest. The start date of the failure must be documented. (b) If a Member fails to do their duties for one hundred twenty (120) days out of any two hundred thirty nine (239) day period, the Company will consider such a failure and whether the Member will be expelled and lose their membership interest in accordance with this Article and Section 00-00-000 of the Act. The dates of failure in question must be documented. (c) If a Member disputes the completion of another Member’s duties and attempts to take over that Member’s interest, they must do so in writing by certified delivery to the Member’s residential address as listed in Exhibit 1. If certified delivery is not available, hand delivery by a third party is acceptable. (d) If a Member receives a complaint as described above, the Member must fulfill their established duties within fourteen (14) days. (e) If there is a dispute as to what any Member’s duties are or if those duties are being fulfilled, and the Members have gone through the dispute process outlined in the above subsections (a) through (d) of this Section 4.06, the Members agree to enter into binding mediation or arbitration to decide if the Member’s duties are being performed in compliance with the agreed duties as outlined in Exhibit 1 of this Agreement. If the Members fail to reach an agreement through arbitration or mediation, the Members in dispute agree to file a complaint in the appropriate Court to procure a decision as to the fulfillment of Members’ duties. Upon a decision by the Court that a Member has failed to meet its duties, the Member will assign and forfeit their membership interest to the other remaining Member(s). The assignment of the non-compliant Member’s membership interest will result in a debt owed to the non-compliant Member by the Company. The debt owed to the expelled Member shall be the aggregate sum of any capital contributions submitted to the Company by the expelled Member. (f) The value of the non-compliant Member’s interest being transferred to the remaining Member(s) must be determined before the transfer can be completed. During the course of the transfer, the non-compliant Member will maintain complete powers of membership in the Company. (g) In the event of a dispute of Member’s duties, Members may negotiate an exchange of membership interests for a lesser amount of Member duties, provided that modification is memorialized and attached to Exhibit 1.