Expenditure by the Council Sample Clauses

Expenditure by the Council. If the Council carries out the Relevant Works under clause 8.4 or 10.8, then the Council: (a) is not required to expend more money than is secured by the relevant Guarantee. The Council may in its discretion elect not to carry out items of Relevant Works to ensure that the Relevant Works can be achieved for an amount equal to, or less than, the amount secured by the Guarantee provided in respect of the Relevant Works at that time; or (b) acting reasonably, may expend more money than is secured by the relevant Guarantee in order to deliver the Relevant Works.
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Expenditure by the Council. The parties expressly agree that the expenditure of an amount equal to or greater than the Monetary Contribution upon the Council Works will be full and conclusive proof of the proper application of the Monetary Contribution. Without limiting clause 5.4, the Developer may not make or bring any claim or action of any nature relating to: (a) the design, sequencing, or final form of the Council Works, including any areas or elements (as the case may be) deleted from the scope of the Council Works; or (b) the reasonableness of any cost incurred in the performance of the Council Works.
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Expenditure by the Council. (a) The parties expressly agree that the expenditure of an amount equal to or greater than the Monetary Contribution upon the Council Works will be full and conclusive proof of the proper application of the Monetary Contribution. Without limiting clause 5.4, the Developer may not make or bring any claim or action of any nature relating to: (i) the design, sequencing, or final form of the Council Works, including any areas or elements (as the case may be) deleted from the scope of the Council Works; (ii) the reasonableness of any cost incurred in the performance of the Council Works; or (iii) the Council calling upon the Bank Guarantee to pay for the Council Works. (b) The parties agree that should the costs incurred by the Council in undertaking the Council Works exceed the value of the Monetary Contribution, any additional cost will be borne by the Council, and the Council cannot in any circumstances require additional contributions from the Developer.
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Expenditure by the Council. (a) The Council will, in its absolute discretion, use and apply the funds comprising the Monetary Contribution towards the Public Facilities. (b) The Public Facilities will: (i) not be provided to coincide with the conduct or completion of the Development; (ii) be constructed at a time determined by the Council at its absolute discretion; (iii) be available for use by the general public and will not be restricted for use by owners, occupiers or patrons of the Development.
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Expenditure by the Council. (a) If the Council claims on the Guarantee to Complete the Land Owner’s Works, then the Council: (i) is not required to expend more money than the Guarantee Amount and may elect not to carry out items of the Developer’s Works to ensure that those works can be carried out for an amount equal to or less than the Guarantee Amount; (ii) may expend more than the Guarantee Amount but only if the Land Owner agrees that the expenditure is reasonable or otherwise the additional expenditure is determined to be reasonable by an expert appointed by the parties under clause 8. Any such agreed or determined additional expenditure in excess of the Guarantee Amount will be deemed to be a debt due and owing to the Council by the Land Owner. (b) If the Council calls upon the Guarantee in accordance with this clause 3 then the Land Owner must immediately provide to the Council a replacement Guarantee to ensure that, at all times until the Guarantee is released in accordance with paragraph (b), the Council is in possession of a Guarantee for a face value equivalent to the Guarantee Amount. (c) If: (i) the monies secured by the Guarantee have not been expended; (ii) the Council has concurred with Completion in accordance with clause 6.5 of this document, and (iii) the Council has been provided with the security for the Defects Liability Period in accordance with 3.4(b), then the Council will promptly return the Guarantee to the Landowner following the issue of a notice pursuant to clause 6.5 of this document. (d) If, following expiry of the Defects Liability Period, the Council is satisfied that all defects have been rectified in accordance with clause 8 then the Council must promptly return to the Land Owner the portion of the Guarantee retained by the Land Owner as security for the Defects Liability Period.
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Expenditure by the Council. If the Council claims on the Guarantee to Complete the Developer’s Works, then the Council: (a) Is not required to expend more money than the Guarantee Amount and may elect not to carry out items of the Developer’s Works to ensure that those works can be carried out for an amount equal to or less than the Guarantee Amount. For the avoidance of doubt, any action by Council in this regard does not relieve the Developer of its obligation to perform the Developer’s Works. (b) May expend more than the Guarantee Amount. If the Council expends more money than the Guarantee Amount then the amount in excess of the Guarantee Amount will be deemed to be a debt due and owing to the Council by the Developer.
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Expenditure by the Council. 13.1 Expenditure by the Council‌ (a) is not required to expend more money than is secured by the Guarantee. The Council may in its discretion elect not to carry out items of Developer's Works to ensure that the Developer's Works can be achieved for an amount equal to, or less than, the amount secured by the Guarantee at that time; or (b) acting reasonably, may expend more money than is secured by the Guarantee in order to deliver the Developer's Works. 13.2 Debt due and owing to the Council
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Expenditure by the Council. (a) The Parties agree that: i. Council may pool the Monetary Development Contribution with monetary development contributions paid by other developers under other planning agreements under s7.4 of the Act; and ii. the expenditure by Council of an amount equal to or greater than the Monetary Development Contribution will be full and conclusive proof of the proper application of the Monetary Development Contribution; and
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Related to Expenditure by the Council

  • Release by the Contractor The acceptance by the Contractor of final payment shall release NYSERDA from all claims and liability that the Contractor, its representatives and assigns might otherwise have relating to this Agreement.

  • Release by the Company (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of their Representatives (collectively, the “Seller Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Company Claims”), which the Company now has, has ever had, or may hereafter have against the Seller Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of the Company of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

  • Action by the Superintendent The Superintendent shall determine which of the alternative courses of action is proper and shall take appropriate action to implement such determination.

  • Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association’s Prior Review. All other contracts shall be subject to Post Review by the Association.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Waiver by the Company The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person.

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

  • Indemnity by the Company The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company’s agents, employees, representatives or affiliates.

  • Employment by the Company Executive agrees to be employed by the Company during the Term upon the terms and subject to the conditions set forth in this Agreement. Executive shall serve as an executive of the Company and shall have such duties as may be prescribed by the Company and shall serve in such other and/or additional position(s) as the Company may determine from time to time.

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