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ECI Sample Clauses

ECI. The Company shall, and shall cause its Subsidiaries to, use best efforts to conduct their respective affairs so that the Company’s Members (or any direct or indirect owners of such Members) will not be treated as engaged in a U.S. trade or business, and will not recognize income that is, or is treated as, effectively connected with the conduct of a U.S. trade or business for purposes of Sections 864, 881, 882, 884, 897 or 1446 of the Code solely as a result of the activities and/or investments of the Company and/or its Subsidiaries. In furtherance thereof, the Company shall, and shall cause its Subsidiaries to, use best efforts not to: (a) acquire or own an interest or option to acquire an equity interest in any partnership, limited liability company, trust or other entity which is not treated as a corporation for United States tax purposes, other than an interest solely as a creditor, unless (A) the Company determines, after consultation with its tax advisors, that such proposed acquisition (and in the case of an acquisition of an option to acquire an equity interest, the acquisition of such equity interest upon exercise of the option) shall not cause its Members (or any of such Member’s direct or indirect owners) to be treated as engaged in a U.S. trade or business within the meaning of the Code Sections specified above in this Section 3.4 and (B) such entity agrees to be bound contractually by restrictions substantially similar to those set forth in this paragraph; provided that the covenants set forth in the foregoing provisions of this Section 3.4 will be deemed satisfied in respect of each direct or indirect assets of the Company that is held by the Company indirectly through one or more entities treated as corporations for U.S. federal income tax purposes; provided further that such corporation(s) are not and have not been within the five years immediately preceding such acquisition United States real property holding corporations as defined in Section 897(c)(2) of the Code and the Company does not currently own an interest in any entity that is not classified as a corporation for United States tax purposes; or (b) engage in or hold itself out as engaging in the performance of services for compensation or otherwise carry on a United States trade or business within the meaning of the Code Sections specified in Section 3.4. The provisions of this Section 3.4 (other than the immediately following sentence) may be waived in whole or in part by written c...
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ECI. Except as otherwise provided in a Work Order, effective as of September 1 of each year, Convergys shall have the right to increase the Professional Service Fee rate only, in accordance with this Section 2.6. The increase set out in this Section does not apply to any other fees or rates charged under this Agreement or set out in any Schedule.[OMITTED*]
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ECI. “ECI” means the U.S. Department of Labor Employment Cost Index -- Wholesale Trade Excluding Sales Occupations (Series ID ECU11402I) or similar appropriate index chosen by the parties if the ECI is no longer available.
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ECI. The Borrower shall at all times own all of the outstanding capital stock of ECI.
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ECI. 11.2.1.1 Verizon will provide an appropriate EMI record to ECI; and 11.2.1.2 Verizon will bill ECI Verizon's applicable Switched Exchange Access Tariff charges and Verizon’s applicable Tariff query charges.
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ECI. The Sponsor represents and warrants that it will not generate any income that will be treated as income effectively connected with a trade or business within the United States within the meaning of Section 864(c) of the U.S. Internal Revenue Code of 1986, as amended.
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ECI. The Company shall conduct the affairs of the Company so that the Warburg Investors shall be not be deemed engaged in a "trade or business" for federal income tax purposes, including for purposes of Section 871, 872(a), 875, 882 or 884(d) of the Code, by virtue of the activities or investments of the Company. If at any time the Company becomes aware that it is reasonably likely that any of the Warburg Investors shall be deemed engaged in a trade or business by virtue of the activities or investments of the Company, the Company shall promptly notify the Warburg Investors in writing, and shall promptly thereafter take whatever action consistent with the intended scope of its business may be reasonably necessary to ensure that no Warburg Investor shall be deemed engaged in a "trade or business" for purposes of Section 871, 872(a), 875, 882 or 884(d) of the Code by virtue of the activities or investments of the Company.
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Related to ECI

  • IRS IRS shall mean the Internal Revenue Service.

  • Motorola s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.

  • Form W-9 Such Selling Stockholder shall deliver to the Custodian or the Representatives, as appropriate, prior to the First Closing Date, a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

  • CERTIFICATION REGARDING BOYCOTTING CERTAIN ENERGY COMPANIES (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree, when it is applicable, to the following required by Texas law as of September 1, 2021: If (a) company is not a sole proprietorship; (b) company has ten (10) or more full-time employees; and (c) this contract has a value of $100,000 or more that is to be paid wholly or partly from public funds, the following certification shall apply; otherwise, this certification is not required. Pursuant to Tex. Gov’t Code Ch. 2274 of SB 13 (87th session), the company hereby certifies and verifies that the company, or any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of these entities or business associations, if any, does not boycott energy companies and will not boycott energy companies during the term of the contract. For purposes of this contract, the term “company” shall mean an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, that exists to make a profit. The term “boycott energy company” shall mean “without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (a) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law, or (b) does business with a company described by paragraph (a).” See Tex. Gov’t Code § 809.001(1).

  • COVID 19 public health emergency means the period beginning on January 27, 2020 and until the termination of the national emergency concerning the COVID–19 outbreak declared pursuant to the National Emergencies Act (50 Deposit means an extraordinary payment of an accrued, unfunded liability. The term deposit does not refer to routine contributions made by an employer to pension funds as part of the employer’s obligations related to payroll, such as either a pension contribution consisting of a normal cost component related to current employees or a component addressing the amortization of unfunded liabilities calculated by reference to the employer’s payroll costs. Eligible employer means an employer Eligible workers means workers

  • Vyšší moc The performance by either Party of any obligation on its part to be performed hereunder shall be excused by floods, fires or any other Act of God, accidents, wars, riots, embargoes, delay of carriers, inability to obtain materials, failure of power or natural sources of supply, acts, injunctions, or restraints of government or other force majeure preventing such performance, whether similar or dissimilar to the foregoing, beyond the reasonable control of the Party bound by such obligation, provided, however, that the Party affected shall exert its reasonable efforts to eliminate or cure or overcome any of such causes and to resume performance of its obligations with all possible speed. Splnění jakékoli povinnosti kteroukoli ze Stran, jež má být takovou Stranou splněna na základě podmínek této Smlouvy, bude prominuto v důsledku záplav, požárů či jiných projevů Vyšší moci, nehod, válek, nepokojů, embarg, prodlení dopravců, nemožnosti opatřit příslušné materiály, nebude-li dodána elektrická energie či jiné přírodní zdroje, v důsledku rozhodnutí, zákazů či omezení státního/správního úřadu či jiného prvku vyšší moci, který zabrání splnění takové povinnosti, bez ohledu na to, zda je shodný či odlišný od shora uvedeného, a který stojí mimo možnost ovlivnění příslušné Strany, která je takovou povinností vázána, to však za podmínky, že takto dotčená Strana vyvine odpovídají úsilí za účelem odstranění či nápravy či překonání jakéhokoli takového důvodu či příčiny a bude pokračovat v plnění svých povinností x xxxxxxxxxx xxxxxx xxxxxxx xxxxxxxx.

  • SBC SWBT shall provide a toll free facsimile number to CLEC for the submission of requests for Resale Services and Network Elements under this Agreement; CLEC shall provide SBC-SWBT with a toll free facsimile number for notices from SBC-SWBT relating to requests for Resale Services and Network Elements under this Agreement.

  • CERTIFICATION REGARDING BOYCOTTING CERTAIN ENERGY COMPANIES (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree, when it is applicable, to the following required by Texas law as of September 1, 2021: If (a) company is not a sole proprietorship; (b) company has ten (10) or more full-time employees; and (c) this contract has a value of $100,000 or more that is to be paid wholly or partly from public funds, the following certification shall apply; otherwise, this certification is not required. Pursuant to Tex. Gov’t Code Ch. 2274 of SB 13 (87th session), the company hereby certifies and verifies that the company, or any wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of these entities or business associations, if any, does not boycott energy companies and will not boycott energy companies during the term of the contract. For purposes of this contract, the term “company” shall mean an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, that exists to make a profit. The term “boycott energy company” shall mean “without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (a) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law, or (b) does business with a company described by paragraph (a).” See Tex. Gov’t Code § 809.001(1).

  • IBM Credit may in its sole discretion from time to time decide the amount of credit IBM Credit extends to Customer, notwithstanding any prior course of conduct between IBM Credit and Customer. IBM Credit may combine all of its advances to make one debt owed by Customer.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

Most Referenced Clauses

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