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Elections and consents Sample Clauses

Elections and consents. Time and manner of making elec- tions—
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.
Elections and consentsThe 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.
Elections and consents. Time and manner of making elections.
Elections and consentsThe 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...
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).
Elections and consentsNo 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.
Elections and consentsNeither 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.
Elections and consentsNeither 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.

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 Buyer, at its risk, shall determine what, if any, filings and consents must be made and/or obtained prior to Closing to consummate the purchase and sale of the Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in Section 12.1 below) against any Losses (as defined in Section 12.1 below) incurred by such Seller Indemnified Parties by virtue of the failure to make and/or obtain any such filings or consents. Recognizing that the failure to make and/or obtain any filings or consents may cause Seller to incur Losses or otherwise adversely affect Seller, Buyer and Split-Off Subsidiary confirm that the provisions of this Section 10.6 will not limit Seller’s right to treat such failure as the failure of a condition precedent to Seller’s obligation to close pursuant to Article VIII above.

  • 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 Seller has all Permits required to conduct the Business, except where the failure to obtain such Permits would not have a Material Adverse Effect on the Assets or the Business. All Permits of Seller related to the Business are valid and in full force and effect and are listed on Schedule 4.6. Except as disclosed on Schedule 4.6, no notice to, declaration, filing or registration with, or authorization, or Consent or approval of, or Permit from, any governmental or regulatory body or authority, or any other person or entity, is required to be made or obtained by Seller in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to comply with such requirement would not have a Material Adverse Effect on the Assets or the consummation of the transactions contemplated hereby. Schedule 4.6 sets forth all Consents required for the assignment by Seller to Buyer of the Assumed Contracts. All of the Assumed Contracts will be enforceable by Buyer after the Closing to the same extent as if the transactions contemplated by this Agreement had not been consummated.

  • 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) [Intentionally Omitted]; (b) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (c) postpone any date fixed by this Agreement or any other Loan Document for any payment 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 second proviso to this Section) 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 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(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (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) change Section 5.6 or 12.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby; (f) [Intentionally Omitted]; (g) except as otherwise permitted by this Section 14.2 change any provision of this Section or reduce the percentages specified in the definition of “Required 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) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.4), in each case, without the written consent of each Lender; or (i) release (i) the General Partner, (ii) all of the Subsidiary Guarantors or (iii) Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in any case, from the Guaranty Agreement (other than as authorized in Section 13.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the 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; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In connection with a proposed merger or consolidation of the Borrower in accordance with Section 11.4(h) to a corporation or limited partnership, the parties agree to effect, simultaneously with such transaction, all necessary and appropriate modifications to the terms and conditions of this Agreement and the other Loan Documents to which it is a party (including without limitation the ability of the Borrower to make payments under Section 11.6, taking into account the effect of any change in the tax status of the Borrower on its financial condition and the applicable financial covenants) to reflect the corporate existence of such successor corporation and any other matters in form acceptable to the Required Lenders; provided, that such modified terms and conditions convey to the parties substantially the same rights and obligations provided under the Loan Documents to which it is a party immediately prior to such transaction. 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 14.2) 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 5.14 (including as applicable, (1) to permit the New Loans to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the New Loan Revolving Credit Commitments or outstanding New Loans in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Revolving Credit Commitment or any increase in any Lender’s Revolving Credit 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.