Elections and consents Sample Clauses

Elections and consents. Time and manner of making elec- tions—
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Elections and consents. The election required by Section 5.02(b) and the consent required by Section 5.02(c)must be submitted to the Employer: (a) in the case of an Employee who has been a Participant in the Plan, on or before the last day of the election period preceding the Plan Year, or other 12-month period (if shorter than 12-month period for the first election) for benefits described in Section 6.01, in which the election or consent is to become effective, or such earlier time as specified in Adoption Agreement, and (b) in the case of Participant who becomes entitled to change or revoke an election pursuant to Section 5.05 of the Plan, prior to the first day upon which a new election is to become effective If an Employee fails to submit an election form as required by Section 5.04(a) before the start of any new Plan Year, his Compensation for the new Plan Year will be reduced for all previously elected coverage’s except the Dependent Care Reimbursement Account and the Medical Expense Reimbursement Account. In order to participate in the Dependent Care Reimbursement Account or the Medical Expense Reimbursement Account for any Plan Year, an Employee must make a new election each Plan Year as described in Section 5.04(a) or (b) above.
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Elections and consents. (a) Time and manner of making elections. (1) In general. (2) Election to be an S corporation. (i) Manner of making election. (ii) Time of making election.
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Elections and consents. Time and manner of making elections.
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Elections and consents. The election required by Section 5.02(b) and the consent required by Section 5.02(c) must be submitted to the Employer: (a) in the case of an Employee who has been a Participant in the Plan, on or before the last day of the election period preceding the Plan Year, or other 12-month period (if shorter than 12-month period for the first election) for benefits described in Section 6.01, in which the election or consent is to become effective, or such earlier time as specified in Adoption Agreement, and (b) in the case of Participant who becomes entitled to change or revoke an election pursuant to Section 5.05 of the Plan, prior to the first day upon which a new election is to become effective If an Employee fails to submit an election form as required by Section 5.04(a) before the start of any new Plan Year, his Compensation for the new Plan Year will be reduced for all previously elected coverage’s except the Dependent Care Reimbursement Account and the Medical Expense Reimbursement Account. In order to participate in the Dependent Care Reimbursement Account or the Medical Expense Reimbursement Account for any Plan Year, an Employee must make a new election each Plan Year as described in Section 5.04(a) or (b) above. Notwithstanding the above, if a Participant elects to participate in one or more of the Benefit Package Options in Section 6.01(a), (b), (e), (f) or (h) and incurs a Participant cost of coverage as a result of participation in these Benefit Package Options, the Participant’s Compensation shall be automatically reduced and the Employer shall contribute an amount equal to the reduction in such Compensation under such Benefit Package Options to cover the Participant’s share of the cost of such coverage as determined by the Employer. A Participant who elects to participate in one or more of the Benefit Package Options in Section 6.01(a), (b), (e), (f) or (h) shall be deemed to have elected to participate in this Plan and satisfy the election requirement of this Section 5.04, and the amounts contributed on his or her behalf shall not be included in the income of the Participant. Such election will remain effective for each subsequent Plan Year unless and until a Participant ceases to be eligible to participate in the Plan or submits a revocation notice (“waiver”) to the Employer. Participants who elect to participate in a Benefit Package Option which requires a Participant to pay a portion of its premium but who do not wish to participate in this Pla...
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Elections and consents. Neither the Company nor any of its Subsidiaries has filed a consent pursuant to Section 341(f) of the Code relating to collapsible corporations, nor has the Company or any of its Subsidiaries agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code). Neither the Company nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. Neither the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Each of the Company and its Subsidiaries has disclosed on its United States income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code. Neither the Company nor any of its Subsidiaries is a party to any Tax allocation or Tax sharing agreement. None of the Company and its Subsidiaries has been a member of an affiliated group filing a consolidated United States income Tax Return. Neither the Company nor any of its Subsidiaries has any material liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of any other Applicable Law), as a transferee or successor, by contract, or otherwise.
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Elections and consents. Neither the Company nor any Company Sub has filed a consent under Code §341(f) concerning collapsible corporations. Neither the Company nor any Company Sub has made any payments, is obligated to make any payments, or is a party to any agreement that under certain circumstances would obligate it to make any payments that will not be deductible under Code §280G. Neither the Company nor any Company Sub has been a United States real property holding corporation within the meaning of Code §897(c)(2) during the applicable period specified in Code §897(c)(1)(A)(ii). The Company and each Company Sub has disclosed on its federal income Tax Returns all positions taken therein that would give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. Neither the Company nor any Company Sub is a party to any Tax allocation or sharing agreement. Neither the Company nor any Company Sub (A) has ever been a member of an Affiliated Group filing a consolidated federal income Tax Return and (B) has any liability for the Taxes of any person under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.
Sample 1
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Elections and consents. No elections with respect to the Company's Taxes that are adverse to the Company are in effect. No election under Section 1362 of the Code relating to taxation as an S corporation is in effect with respect to the Company. The Company has not filed a consent pursuant to Section 341(f) of the Code relating to collapsible corporations, nor has it agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code). The Company has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Section 280G of the Code. The Company is not a party to any Tax allocation or sharing agreement. The Company has never been a member of an affiliated group filing a consolidated federal income Tax return and has no liability for the Taxes of an person under Treasury regulation section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor by contract, or otherwise.
Sample 1
Elections and consents. No federal tax elections under the Code, including any election under Section 1362 of the Code relating to taxation as an S corporation, are in effect with respect to the Company. The Company has not filed a consent pursuant to Section 341(f) of the Code relating to collapsible corporations, nor has it agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as such term is defined in Section 341(f)(4) of the Code).
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Related to Elections and consents

  • Authorizations and Consents No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any governmental or public authority or any third party is required to authorize, or is otherwise required in connection with the valid execution and delivery by the Borrower of this Agreement, the Notes, and the Security Instruments, or any other instrument contemplated hereby, the repayment by the Borrower of advances against the Notes and interest and fees provided in the Notes and this Agreement, or the performance by the Borrower of its obligations under any of the foregoing.

  • Filings and Consents As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Merger and the other transactions contemplated by this Agreement, and (b) shall use all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Merger and the other transactions contemplated by this Agreement. The Company shall (upon request) promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.

  • Procedures for Actions and Consents of Partners The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.

  • Waivers and Consents The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

  • Permits and Consents There is no Permit or other third-party consent required for any Seller to enter into this Agreement, perform its obligations under this Agreement and consummate the Transaction.

  • Governmental Filings and Consents All material governmental filings, consents, orders and approvals legally required to be filed or made by the Company for the consummation of the transactions contemplated hereby shall have been made or obtained and shall be in full force and effect.

  • Amendments, Waivers and Consents Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided that no amendment, waiver or consent shall: (a) without the prior written consent of the Required Revolving Credit Lenders, amend, modify or waive (i) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 6.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Sublimit; (b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (c) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that a waiver of a mandatory prepayment under Section 4.4(b) shall only require the consent of the Required Lenders) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; (d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that (A) only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to waive any Default or Event of Default and (B) only the consent of the Required Revolving Credit Lenders shall be necessary to amend the financial covenant set forth in Section 9.15 (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; (e) except as otherwise permitted by Section 5.13 or 5.16, change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; (f) change Section 4.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; (g) except as otherwise permitted by Section 5.13, Section 5.16 or this Section 12.2, change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; (h) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender; or (i) release all or substantially all of the Collateral (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver, (vi) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, (vii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within five Business Days following receipt of notice thereof) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a purely technical or immaterial nature in any such provision, (viii) any waiver, amendment, supplement or other modification with respect to Section 9.15 (or any defined term used therein solely affecting the calculation or formulation of the financial covenants set forth therein) and any waiver of an Event of Default arising solely from a default in the observance or performance of a financial covenant set forth in Section 9.15 shall require the written consent solely of the Borrower and the Required Revolving Credit Lenders and (ix) the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 5.8(c) in accordance with the terms of Section 5.8(c). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 and Section 5.16; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender.

  • Notices and Consents Each of the Parties will give any notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of governmental authorities necessary in order to consummate the transactions contemplated hereby.

  • Required Filings and Consents None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Offer, the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 4.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state securities or Blue Sky Laws, (g) filings with the United States Securities and Exchange Commission (the “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of the NYSE and (i) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

  • Notice and Consent To the extent Your use of the Cisco Technology requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the Cisco Technology.

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