Evidence that Sample Clauses

Evidence that. (a) the Borrower is in compliance with its obligations under Clause 8.5 (Interest Rate Hedging); (b) the Ship is, or will be immediately following the Utilisation, registered in the name of the Borrower under an Approved Flag; (c) the Ship is, or will be immediately following the Utilisation, in the absolute and unencumbered ownership of the Borrower save for the security created by the Finance Documents and Permitted Security; (d) the Ship is, or will be immediately following the Utilisation, insured in accordance with the covenants given under this Agreement; and (e) the Ship maintains the Classification with the Classification Society free of all overdue recommendations and conditions.
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Evidence that i. The release of the Release Parcel complies with all applicable subdivision regulations including, without limitation, evidence that the Release Parcel is a separate, legally subdivided lot. ii. The Land remaining after the proposed release can be foreclosed upon as a separate parcel or parcels. iii. The proposed release will not affect the existing use of the remaining Land (e.g. all necessary parking requirements, setback requirements and access requirements for the then existing use remain satisfied after the release). iv. Appropriate arrangements have been made for the Release Parcel to be taxed as a parcel separate from the remaining Land. v. Adequate provision has been made for all easements necessary for service of the remaining Land by utilities, for ingress and egress and for lateral support. vi. Adequate provision has been made for parking for the then existing tenants in the office building located on the Land at a parking garage reasonably proximate to the Land (in Lender's discretion), and if required by Lender, Borrower shall cause the owner of such parking garage to enter into an agreement (which agreement shall contain terms and conditions acceptable to Lender and shall be assigned to Lender) to permit Borrower's tenants to park in such parking garage.
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Evidence that. (i) the Mortgage in respect of the Vessel has been duly recorded in the Hong Kong Shipping Register and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Hong Kong Shipping Register in respect of that Vessel have been paid in full; (ii) the title to the Vessel is held by the Borrower free of all Security Interests other than Permitted Liens; and (iii) the Vessel is provisionally registered in the name of the Borrower, as appropriate, as a Hong Kong flag ship at the port of Hong Kong.
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Evidence that. 5.4.1 Xxxxxx Equity Investors III have subscribed in full an aggregate amount of not less than $22,750,000 in cash by way of equity in the Company (the "EQUITY SUBSCRIPTION") in the agreed form; 5.4.2 the GSIC Note Issuer has received in aggregate not less than $20,000,000 in cash in respect of the GSIC Notes (the "GSIC NOTE PROCEEDS") and that such GSIC Notes are certified by the Company as being "Contribution Indebtedness" as defined under the Note Indentures; and the Equity Subscription and the GSIC Note Proceeds have been or will contemporaneously with the making of the Diamond Back Acquisition be paid into and be made available to the Purchasers so as to enable them to pay, in full, the purchase price, payable in respect of the Diamond Back Acquisition together with the Diamond Back Transaction Costs and any other payments and costs to be met by them pursuant to the terms of the Diamond Back Acquisition Agreement.
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Evidence that a Notice of Security over Contract (as described in the Commercial Contracts Security Agreement) has been served on each Buyer under an Export Contract and on Albpetrol Sh.A. in relation to the Petroleum Agreements; and
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Evidence that. (i) the title to the Vessel is held by the Borrower or the AIE, as appropriate, free of all Security Interests other than Permitted Liens; (ii) the Vessel is registered in the name of the Borrower or the AIE, as appropriate, as a Canary Islands flag ship at the port of Santa Xxxx de Tenerife in the Canary Islands; (iii) there is no Security Interest whatsoever of any kind upon the Vessel or the Obligatory Insurances or Earnings of the Vessel other than Permitted Liens; (iv) the Mortgage and each Swap Bank Mortgage in respect of the Vessel has been duly recorded in the Special Registry of Ships of the Canary Islands in accordance with Spanish law and each constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Special Registry of Ships of the Canary Islands in respect of the Vessel have been paid in full; and (v) evidence that the Vessel is subject to a safety management system which complies with the ISM Code.
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Evidence that. 7.1.1 each of the Project Accounts; and 7.1.2 a cash cover account of the Borrower with the Fronting Bank, has been opened and are fully operational.
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Evidence that. (i) the Investors have subscribed or contemporaneously with the making of the initial Advances will subscribe in full in cash an aggregate amount of not less than $63,000,000 (the "Investors' Equity Subscription") for shares in the capital of the Company issued to them pursuant to the Recapitalisation Agreement at Closing; (ii) the Note Issuers shall have received or contemporaneously with the making of the initial Advances will receive in aggregate not less than $160,000,000 pursuant to the Note Purchase Agreement in respect of the issuance and sale of the Notes (the "Note Proceeds") on terms satisfactory to the Facility Agent; and (iii) the maximum aggregate amount payable to Derby International and DFS in cash at Closing will not exceed US$147,000,000 (or the equivalent in other currencies); and that the Investors Equity Subscription and the Note Proceeds have been or will contemporaneously with the making of the initial Advances will be paid into and be standing to the credit of a Blocked Account;
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Related to Evidence that

  • Treatment of Company Options Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Treatment of Equity Awards (a) The Company Board (or, if appropriate, a committee administering a Company equity incentive plan, inducement award program or other similar plan, program or arrangement under which equity awards or equity-based rights are outstanding (the “Company Equity Plans” and each such plan or program, a “Company Equity Plan”)) has adopted, or, as soon as practicable following the date hereof (and, in any event, prior to the Effective Time), shall adopt, resolutions providing that, as of the Effective Time: (i) each option to acquire Shares, other than awards under the Company’s 2012 Employee Stock Purchase Plan (the “ESPP”) (each such option, a “Company Stock Option”), and each other equity award or right measured by the value of Shares (or pursuant to which Shares may be delivered) (including deferred units or similar rights or awards of non-employee directors), other than awards under the ESPP (collectively, “Company Equity Awards”), that is outstanding and unvested immediately prior to the Effective Time shall vest in full at the Effective Time; (ii) each Company Stock Option that is outstanding immediately prior to the Effective Time that has an exercise price per Share that is less than the Merger Consideration shall be cancelled, without any action on the part of the holder of such Company Stock Option, and, in exchange therefor, the former holder of such cancelled Company Stock Option shall be entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings pursuant to Section 3.6) equal to the product of (x) the total number of Shares subject to the unexercised portion of such Company Stock Option immediately prior to the Effective Time (determined after giving effect to the accelerated vesting described in Section 3.2(a)(i) above) multiplied by (y) the excess, if any, of the Merger Consideration over the applicable exercise price per Share under such Company Stock Option; (iii) each Company Stock Option that is outstanding immediately prior to the Effective Time that has an exercise price per Share that is greater than or equal to the Merger Consideration shall be cancelled at the Effective Time, without any action on the part of the holder of such Company Stock Option, and the holder of such Company Stock Option shall not be entitled to receive any payment in exchange for such cancellation; and (iv) each Company Equity Award, other than a Company Stock Option, that is outstanding immediately prior to the Effective Time shall be cancelled, and the former holder of such cancelled Company Equity Award shall be entitled, in exchange therefor, to receive (without interest) an amount in cash (less applicable tax withholdings pursuant to Section 3.6) equal to the product of (x) the total number of Shares subject to (or deliverable under) such Company Equity Award immediately prior to the Effective Time (determined after giving effect to the accelerated vesting described in Section 3.2(a)(i) above) multiplied by (y) the Merger Consideration. (b) Subject to Section 3.6, Parent shall cause the Surviving Corporation to make all payments to former holders of Company Equity Awards required under Section 3.2(a) as promptly as practicable after the Effective Time, and in any event, no later than five (5) Business Days after the Effective Time, in accordance with the foregoing and the terms of the applicable Company Equity Plans pursuant to which such Company Equity Awards were issued. (c) As soon as practicable following the date hereof, the Company shall take all actions with respect to the ESPP that are necessary to provide that (i) with respect to the Purchase Period (as defined in the ESPP) in effect on the date hereof (“Current Purchase Period”), no individual may enroll in the ESPP after the date hereof with respect to such Current Purchase Period and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the date hereof for such Current Purchase Period and (ii) no new offering period shall be commenced under the ESPP after the date hereof and prior to the Effective Time. If the Effective Time is expected to occur prior to the end of the Current Purchase Period, the Company shall take action to provide for an earlier exercise date (including for purposes of determining the Purchase Price (as defined in the ESPP) for the Current Purchase Period) (such earlier date, the “Early ESPP Exercise Date”). The Early ESPP Exercise Date shall be as close to the Effective Time as is administratively practicable. The Company shall suspend the commencement of any future Purchase Period (as defined in the ESPP) unless and until this Agreement is terminated and shall terminate the ESPP as of the Effective Time.

  • 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).

  • Residence Community Living Standards The Residence Community Living Standards (“RCLS”) forms a part of this Agreement. It details the rights, responsibilities, and privileges of Residents as well as the residence conduct process. Each Resident is responsible for reading, understanding, and adhering to the terms outlined within the RCLS. The Manager and the Institution may amend the terms of the RCLS from time to time and may post the amendments in the Residence. Failure to abide by the RCLS may result in eviction from Residence and termination of this Agreement as per the violations and sanctions outlined in the RCLS, and as stated in section 8.01(d). The RCLS can be found online at: xxx.xxxxxxxxxxxxxxx.xx.

  • Flexible Working Arrangements In accordance with the Employment Relations Act 2000, an employee affected by family violence may request a short-term (two months or less) variation of their employment arrangements to assist the employee to deal with the effects of family violence.

  • Comprehensive Evaluation The Comprehensive evaluation is a growth-oriented, teacher/evaluator collaborative process that requires teachers to be evaluated on the eight (8) state criteria. A teacher must complete a Comprehensive evaluation once every six (6) years. During subsequent years, teachers will be evaluated on a Focused evaluation unless a comprehensive is requested by administration or the teacher.

  • 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).

  • CERTIFICATION OF NONSEGREGATED FACILITIES (Applicable to construction contracts exceeding $10,000) The Contractor certifies that it does not maintain or provide for its establishments, and that it does not permit employees to perform their services at any location, under its control, where segregated facilities are maintained. It certifies further that it will not maintain or provide for employees any segregated facilities at any of its establishments, and it will not permit employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this certification is a violation of the equal opportunity clause of this contract. As used in this certification, the term “segregated facilities” means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation and housing facilities provided for employees which are segregated by explicit directive or are, in fact, segregated on the basis of race, color, religion, or national origin because of habit, local custom, or any other reason. The Contractor further agrees that (except where it has obtained for specific time periods) it will obtain identical certification from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the equal opportunity clause; that it will retain such certifications in its files; and that it will forward the preceding notice to such proposed subcontractors (except where proposed subcontractors have submitted identical certifications for specific time periods).

  • Business of Company The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which limited liability companies may be formed under the New York Code and to engage in any and all activities necessary or incidental to the foregoing.

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