Fees Payments Exclusivity Miscellaneous Sample Clauses

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Fees Payments Exclusivity Miscellaneous 

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• Apportionment, Application and Reversal of Payments Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

• Indemnification and Reimbursement of Payments on Behalf of Executive The Company, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

• Term of Agreement Miscellaneous A. This Agreement shall continue in force until the date that all Indemnified Obligations have been paid or discharged. B. This Agreement shall be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of Arizona. C. This Agreement contains all the terms and conditions of the agreement between the Indemnitee and Indemnitor. The terms and provisions of this Agreement may not be waived, altered, modified or amended except in writing duly executed by the party to be charged thereby. D. Any notice shall be directed to the parties at the following addresses: If to Indemnitor: InnSuites Hospitality Trust 0000 X. Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: President with a copy to: Xxxxx X. Xxxxxxx, Esq. Xxxxxxxx Xxxx LLP 0000 Xxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 If to the Indemnitee: with a copy to: E. None of the parties to this Agreement shall have the right to assign, transfer, convey, and/or otherwise sell (or enter into any agreement to do the same), directly or indirectly, any interest it may have in or under this Agreement without first having obtained the written consent of the other party, which consent may be withheld in such other party’s sole and absolute discretion. F. Neither this Agreement nor any term hereof may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of the change, waiver, discharge, or termination is sought or, in the case of a default, by the non-defaulting party. G. The captions and article headings included in this Agreement are for convenience only, do not constitute part of this Agreement, and shall not be considered or referred to in interpreting the provisions of this Agreement. H. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. The submission of a signature page transmitted by facsimile (or similar electronic transmission facility) shall be considered as an “original” signature page for purposes of this Agreement so long as the original signature page is thereafter transmitted by mail or by other delivery service and the original signature page is substituted for the facsimile signature page in the original and duplicate originals of this Agreement.

• M iscellaneous 14.1. In the event of any inconsistency, discrepancy, misstatement or error appearing in translations of the particulars and the Online Terms and Conditions to any other language (if any), the Online Terms and Conditions in the English language shall prevail.

• GENERAL AND MISCELLANEOUS (a) Subject to applicable law, reasonable smoking and refreshments during hours of duty will be permitted in designated areas, provided an employee shall not leave the job to indulge in such smoking and refreshments without permission. (b) The Company agrees that there shall be no established maximum age limit in the hiring of employees. (c) As appropriate, staff shall be provided with customer contact uniforms or workwear to the specifications stated in the Company’s Uniform regulations without cost to the employee. Employees losing such garments shall be required to replace same at their own expense. When an employee leaves the service of the Company, such garments will be returned to the Company. Employees required to wear a uniform must report for the start of their shift in uniform. British Airways will assist in the laundering and cleaning of uniforms in the following manner: 1. Each affected employee will receive by December 15th of each year the sum of $250.00 to cover all cleaning and laundering costs incurred during the year. This amount will be pro-rated for employees who may have worked less than a full year. Employees assigned to Special Services will be eligible to receive such payment. 2. This allowance shall not apply to employees whose uniforms are presently being delivered or laundered at Company expense by an out- side cleaning service. Employees who wear uniforms which are laundered by the Company will be issued a minimum of five (5) shirts and two (2) pairs of trousers each week. 3. This reimbursement shall not apply to extraordinary expenses such as repairs or alterations. 4. British Airways reserves the right to change this procedure by contracting with a service which will provide cleaning and laundering of entire uniforms at Company expense. Such change would be made at the beginning of the calendar year. (d) A place shall be provided inside all Company shops and hangars marked “International Association of Machinists and Aerospace Workers” where Union notices of interest to the employees will be posted; however, no political circulars, propaganda or advertisements will be placed on these bulletin boards. (e) The Company shall provide each employee covered by this Agreement with a copy of the Agreement printed in a Union shop and bound in a convenient pocket-size booklet. (f) It is understood and agreed that the Company will not lock out any employee covered hereby, and the Union will not authorize or take part in any strike, or picketing of Company premises during the life of this Agreement, until the procedures for settling disputes as provided herein, and as provided by the Railway Labor Act as amended, have been exhausted. (g) The Chairperson of Shop Stewards across all Agreements shall be scheduled to work within the operation four hours per day. The other four hours, per day, of his/her work day he/she shall be considered over and above the normal requirements for that shift and he/she will be free to conduct union related affairs under the Agreements and in so doing will get clearance from his/her Section Head or his designee to enter work areas. However, it is understood that the provisions of Article I (b) will apply relative to such activities. For purposes of disciplinary hearings, an employee may request the Chairperson of Shop Stewards, provided the Chairperson is from the employee’s respective contract, or the Chief Shop Xxxxxxx from their respective contract to act as their representative. The representative will be released from duty to attend the hearing, subject to operational requirements, paid for lost straight time hours and, if required, provided with free space available travel in line with agreed pass policies. The hearing will be rescheduled as necessary until such time as the Company can release the representative from duty. (h) The IAM Negotiating Committee may consist of two employee representatives per contract. The President & Directing General Chairperson of District 142 will be the one who determines whether it will be one or two representatives per contract. British Airways will pay the wages of one (1) union representative per contract during negotiations, but not overtime. Expenses will be the responsibility of the IAM. When Shop Stewards or other employees wish to undertake union activities at the request of the IAMAW, the Company, subject to operational requirements and without pay, will endeavor to release them. (i) Any employee leaving the service of the Company will, on request, be furnished with a letter setting forth the individual’s qualifications and length of service. (j) If new equipment is put into service by the Company, employees shall be given every opportunity to become familiar with the new equipment without change in classification. (k) British Airways will handle Caledonian Airways flights that operate to JFK. At stations outside JFK manned by employees covered by this Agreement, BA will bid to handle Caledonian Airways on a competitive basis who will be free to accept the most competitive bid. Caledonian Airways flights to other destinations will not be handled by British Airways. Any charter flights operated by BA to manned on-line stations will be handled by employees covered by this Agreement. Flights into locations not manned by BA shall be handled at the Company’s discretion. (l) All Ops II qualified staff in Customer Service will be provided with route familiarization flights subject to Company requirements. The Company reserves the right to select the route to be flown. However every effort will be made to select the route which will provide the optimum amount of applicable experience. (m) Full-time employees will be permitted to engage in an outside profession, trade, or business while employed by British Airways. Full-time employees who wish to engage in outside profession, trade or business while employed by British Airways will be required to: (1) Provide to the People Department written notice of their secondary employer details (name of secondary employer/company, address and telephone contact, and number of hours regularly scheduled to work) prior to starting the new job/occupation. (2) Employees who are absent from work due to illness, short or long term disability or occupational injury may not engage in a secondary occupation without permission from the People Department.

• Information: miscellaneous The Owner must supply to the Facility Agent, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), subject to any duty of confidentiality which it may have to third parties (whom it will promptly approach in order to seek any necessary consents where applicable): (a) copies of all documents despatched by it to its creditors (other than trade creditors) generally or any class of them at the same time as they are despatched; (b) copies of all reports provided to the Owner by the Manager pursuant to the Management Agreement, in each case, within five (5) Business Days of receipt of such report by the Owner and if, in the opinion of the Facility Agent (acting reasonably), any additional technical report is necessary, the Owner will procure such report; (c) as soon as reasonably practicable on becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, pending or, to the best of its knowledge and belief, threatened against it and which, in each case, would have a Material Adverse Effect (in the opinion of the Facility Agent acting on the instructions of the Majority Lenders); (d) as soon as reasonably practicable on request, such further information, in electronic form by email attachments or hard copy (and, if in hard copy, in sufficient copies for all of the Lenders), regarding the financial condition and operations of the Owner or regarding any matter relevant to, or to any provision of, a Finance Document as the Facility Agent may reasonably request; (e) as soon as reasonably practicable on becoming aware of them, details of any event or circumstance which is a Force Majeure Event; (f) promptly on becoming aware of them, details of any event which has a Material Adverse Effect; (g) as soon as they are available, copies of any notice of default, termination, material dispute or claim (including notices provided by the Charterer under the terms of a Drilling Charter) made against it under the Shipbuilding Contract, the Drilling Charter, any Refund Guarantee or under the Owner’s Shipbuilding Contract Guarantee or affecting the Vessel together with details of any action it proposes to take in relation to the same and notice of any charterhire reduction or proposed charterhire reduction under the terms of a Drilling Charter; (h) as soon as they are available, copies of any notice of default, termination or material claim made against it under the Management Agreement together with details of any action it proposes to take in relation to the same and, upon becoming aware of the same, notification of any strikes or industrial action taken or proposed to be taken by the Manager or its employees, subcontractors or personnel from time to time which has or may reasonably be expected to have a Material Adverse Effect; (i) promptly on becoming aware of them, details of any damage to or destruction of the Vessel or any breakdown of any part of the Vessel, where the cost of repair or reinstatement is likely to exceed US$10,000,000 or where the cumulative cost of repair or reinstatement of damage to or destruction of the Vessel during the previous six months is likely to exceed US$10,000,000; (j) promptly on becoming aware of them, details of any proposal for an amendment or waiver of a Related Contract other than amendments or waivers of an administrative or non-material nature; and (k) upon request by the Facility Agent, copies of all Transaction Authorisations (if any) obtained by it.

• Distribution Assistance Fees (Asset-Based Sales Charge) Payments In its sole discretion and irrespective of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a Recipient quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75% on an annual basis) of the average during the period of the aggregate net asset value of Shares computed as of the close of each business day constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the "Recipient Maximum Holding Period") for making such payments. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as a broker-dealer or are exempt from registration. The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may include, but shall not be limited to, the following: distributing sales literature and prospectuses other than those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the distribution of Shares by the Recipient, and providing such other information and services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.

• License Maintenance Fees Licensee will pay license fees in the amounts set forth in Sections 3.1(d) of the Patent & Technology License Agreement in accordance with the stated schedule.

• Distribution Assistance Fees (Asset-Based Sales Charge) Within ten (10) days of the end of each month or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to 0.75% on an annual basis of the average during the month of the aggregate net asset value of Shares computed as of the close of each business day (the “Asset-Based Sales Charge”) outstanding until such Shares are redeemed or converted to another class of shares of the Fund, provided, however, that a majority of the Independent Trustees may, but are not obligated to, set a time period (the “Fund Maximum Holding Period”) from time to time for such payments. Such Asset-Based Sales Charge payments received from the Fund will compensate the Distributor for providing distribution assistance in connection with the sale of Shares. The distribution assistance to be rendered by the Distributor in connection with the Shares may include, but shall not be limited to, the following: (i) paying sales commissions to any broker, dealer, bank or other person or entity that sells Shares, and/or paying such persons “Advance Service Fee Payments” (as defined below) in advance of, and/or in amounts greater than, the amount provided for in Section 3(b) of this Agreement; (ii) paying compensation to and expenses of personnel of the Distributor who support distribution of Shares by Recipients; (iii) obtaining financing or providing such financing from its own resources, or from an affiliate, for the interest and other borrowing costs of the Distributor's unreimbursed expenses incurred in rendering distribution assistance and administrative support services to the Fund; and (iv) paying other direct distribution costs, including without limitation the costs of sales literature, advertising and prospectuses (other than those prospectuses furnished to current holders of the Fund's shares ("Shareholders")) and state "blue sky" registration expenses.

• License Maintenance Fee LICENSEE will pay to REGENTS an annual license maintenance fee of [Written amount] U.S. Dollars ($Number) on the one (1) year anniversary date of the Effective Date and on each anniversary of the Effective Date thereafter. Notwithstanding the foregoing, the license maintenance fee will not be due and payable on any anniversary of the Effective Date, if on such date the LICENSEE is selling LICENSED PRODUCTS or LICENSED METHODS, and LICENSEE pays an earned royalty to REGENTS.