Harbor Sample Clauses

Harbor. Harbor hereby represents, warrants and covenants, as of the date hereof and as of the Effective Time, that (i) it has delivered complete and accurate copies of the Tax Materials prepared by Harbor to Voyager, as redacted, (ii) all facts presented and representations made in such Tax Materials to the extent relating to (A) Harbor and any of its Subsidiaries (other than the Transferred Entities) or (B) the Transferred Entities at any time at or prior to the Distribution are true, correct and complete and (to the knowledge of Harbor) all other facts presented and representations made in such redacted version are true, correct and complete.
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Harbor. The department operates on a seven (7) day basis. Coverage is provided as required by the Borough.
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Harbor. T . united States Government will make avai labl e to the Government of t e Nort ern Mariana Is lands without cost 133 dcres (53.8 ectares) out of t e 177 acres (71.6 hectares) leased to t e United States Government at Tanapag Harbor, as indi cated in Es ibit B. T is area will be set aside for public use as an Ameri can memorial par to honor t e American and Marianas dead in the World War II Harianas campaign . Two million dollars ($2,000,000) of t e total funds paid by t e United States Government will be placed in a trust fund by the Government of t e Nort ern Hariana Islands, or by t s legal entity, wit income from t e fund used to develop and maintain t e memorial par k. Income from t is trust fund may be utilized for ot er purposes only witb t e concurrence of t e United states Government. T e Unit.d States will a ss ist in t is development by providing assistance in planning and tec nical advice. Adequate space will be provided t e United States Government to construct at its expanse a �1Jl:)l·icll t:o the llrroricans who died in the Harianas campaign. In addition, the Government of the Northern Hariana Isla:nds may erect its own merrorial to Marianas war dead at its axpensc. X.xx romaining 44 acres 117,8 he"tares) will be made avo.i labl" to the Government of the Northern Mariana Islands or to thf' legal entity by leaseback on the same ter� and conditions nld in paragraph SArl), above, as appropriate. Uses of the 44 acres must be harbor-related as determined by the unitod States. The definition of harbor-related activities vill be lMde 4vaj,lable to tho Government of the Northern Naric1J1D I!;lands on request Clnd incorporated in subleases in the .�rea. Leases will be for ten yoars 41ld will bo olutc,m"ltJc.:.llly renowable.
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Harbor. “Harbor” means all waters, tidal areas, and adjacent upland areas more particularly described as follows:
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Harbor. The Park and Harbor banners are finished size 30 inches by 94 inches. Any commercial message cannot be more than 5% of the banner area or 141 square inches on the banner. There should be a 4-inch top and bottom pocket for the two banner bracket arms to go completely through the banner. There is also a grommet just below the top pocket and next to the pole side edge of the banner. There is also a grommet just above the bottom pocket and next to the pole side edge of the banner. It may be best not to design in the upper and lower 4 inches of the banner as there will be stitching in that area due to sewing of the pole pockets mentioned above.
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Harbor. Harbor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect. Harbor is registered as a savings and loan holding company under HOLA. Harbor has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Harbor has heretofore delivered to National City true and complete copies of its certificate of incorporation and by-laws.
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Related to Harbor

  • Reliance as Safe Harbor For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

  • CODE SECTION 754 ELECTION Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election.

  • Reg Section 1.163-5(c)(2)(i)(D)(6);

  • Excess Nonrecourse Liability Safe Harbor Pursuant to Section 1.752-3(a)(3) of the Regulations, solely for purposes of determining each Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership (as defined in Section 1.752-3(a)(3) of the Regulations), the Partners’ respective interests in Partnership profits shall be determined under any permissible method reasonably determined by the General Partner; provided, however, that each Partner who has contributed an asset to the Partnership shall be allocated, to the extent possible, a share of “excess nonrecourse liabilities” of the Partnership which results in such Partner being allocated nonrecourse liabilities in an amount which is at least equal to the amount of income pursuant to Section 704(c) of the Code and the Regulations promulgated thereunder (the “Liability Shortfall”). If there is an insufficient amount of nonrecourse liabilities to allocate to each Partner an amount of nonrecourse liabilities equal to the Liability Shortfall, then an amount of nonrecourse liabilities in proportion to, and to the extent of, the Liability Shortfall shall be allocated to each Partner.

  • Eligibility It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.

  • Deferral Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2.3, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

  • Separation Pay 24.01 A regular employee shall be entitled to separation pay as set out in subsection .03 provided he/she has not been excluded by subsection .02 and provided he/she meets any of the following eligibility provisions:

  • Reliance as a Safe Harbor For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

  • Qualified Nonelective Contributions If the Employer, at the time of contribution, designates a contribution to be a qualified nonelective contribution for the Plan Year, the Advisory Committee will allocate that qualified nonelective contribution to the Qualified Nonelective Contributions Account of each Participant eligible for an allocation of that designated contribution, as specified in Section 3.04 of the Employer's Adoption Agreement. The Advisory Committee will make the allocation to each eligible Participant's Account in the same ratio that the Participant's Compensation for the Plan Year bears to the total Compensation of all eligible Participants for the Plan Year. The Advisory Committee will determine a Participant's Compensation in accordance with the general definition of Compensation under Section 1.12 of the Plan, as modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

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