Identification of Defects Sample Clauses

Identification of Defects. No later than five (5) Business Days (or, in the case of (i) below, no later than sixty (60) calendar days) following the expiration of the Pre-Closing Review Period, Purchaser shall notify Seller in writing of the existence of any of the following defects relating to the Designated Loans (such defects, the “Defects,” and any such Designated Loan being called an “Identified Loan”): (i) Designated Loan Documents, which are material to the enforceability of a Designated Loan, have been lost or are missing; (ii) a Designated Loan was not originated or has not been administered in compliance in all material respects with applicable laws or the Designated Loan Documents pertaining to such Designated Loan are not legal, valid and binding or do not contain the true signature of an obligor; or (iii) Seller’s rights in any collateral are not perfected or enforceable, or the priority of such rights are not as reflected on Seller’s Records; provided, however, that the absence of any such right of Seller in the collateral securing such a Designated Loan must have a material impact on the foreclosure of the Designated Loan in the event of a default.
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Identification of Defects. (a) If, in respect of any part of the Work not already transferred and under control by Buyer, and in all cases prior to Closing, Buyer’s Representative, at any time: (i) determines, in its sole discretion, that any Work done or Equipment or Plant supplied or materials used by Seller, Contractor or any Subcontractor is or are defective or otherwise not in accordance with the Agreement (each a “Defect”), or that any part thereof is defective or does not fulfill the requirements of the Agreement and (ii) as soon as reasonably practicable notifies Seller of the said decision, specifying particulars of the Defects alleged and of where the same are alleged to exist or to have occurred, then Seller shall with all speed, at its sole cost and expense, remedy the Defects so specified. (b) If Seller fails to remedy such Defect, Buyer may take, at the sole cost and expense of Seller, such steps as may in all the circumstances be reasonably necessary or convenient to remedy such Defects. The cost of remedying such Defect may be deducted from any payment due under the Agreement and be recoverable as a debt.
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Identification of Defects. (a) If at any time prior to the Substantial Completion Date PacifiCorp’s Representative (i) determines, in its discretion, that any Work performed or Equipment, Materials or the Facility supplied or used by Developer Parties is or are defective in design, materials, equipment, manufacture or workmanship or otherwise not in accordance with the requirements of this Agreement, or that any part thereof is defective or does not fulfill the requirements of this Agreement (each a “Defect”) and (ii) notifies Developer of such determination, including particulars of the Defect, then Developer shall, at its sole cost and expense, promptly remedy the Defects so specified. (b) If Developer fails to remedy such Defect, then PacifiCorp may elect, at the sole cost and expense of Developer, to take such steps as may be reasonably necessary or convenient to remedy such Defect, and the cost and expense of remedying such Defect may be deducted by PacifiCorp from any payment due Developer under this Agreement.
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Identification of Defects. (a) If, prior to Substantial Completion, Company’s Representative, at any time: (i) determines, in its sole discretion, that any Work done or Equipment or Materials used by Contractor or any Subcontractor is or are non-conforming, defective or otherwise not in accordance with this Contract, or that any part thereof is nonconforming, defective or does not fulfill the requirements of this Contract, (each, a “Defect”), and (ii) as soon as reasonably practicable notifies Contractor of said decision, specifying particulars of the Defect(s) alleged and of where the same are alleged to exist or to have occurred, then Contractor shall with all speed, at its sole cost and expense, remedy the Defects so specified. (b) If Contractor fails to remedy such Defect within a reasonable time or such Defect requires prompt action as a result of an emergency situation existing at the Site, Company may take such action at the sole cost, risk and expense of Contractor, provided that it does so in a reasonable manner and notifies Contractor of Company’s intention to do so as soon as reasonably possible. All Costs (provided that such Costs comprised of Company’s internal Costs exclude any xxxx-up for allocated overhead (including general and administrative expenses) in excess of five percent (5%)) incurred by Company in connection therewith shall be deducted from the Contract Price or immediately paid by Contractor to Company. Contractor agrees to pay Company for any Costs (provided that in the case of Costs comprised of Company’s internal Costs, such Costs exclude any xxxx-up for allocated overhead (including general and administrative expenses) in excess of five percent (5%)), expenses or other charges incurred by Company if Company elects to proceed to do the Work in accordance with this Section 18.1.
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Identification of Defects. The Vendor is obliged to provide and the Purchaser is entitled to receive the benefit of the Maintenance Period for the identification of any defects which may appear in the Property arising from faulty workmanship or materials used in the construction of the Property.
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Related to Identification of Defects

  • RESPONDING TO REQUESTS FOR INFORMATION To the extent authorized by the Participating Consumer(s) and to the extent such individual permission is required by law, the Competitive Supplier shall, during normal business hours (as set forth above), respond promptly and without charge therefore to reasonable requests of the Town for information or explanation regarding the matters covered by this ESA and the supply of electricity to Participating Consumers. Competitive Supplier agrees to designate a service representative or representatives (the “Service Contacts”) who shall be available for these purposes, and shall identify the office address and telephone number of such representative(s). Whenever necessary to comply with this Article 5.3, the Service Contacts shall call upon other employees or agents of the Competitive Supplier to obtain such information or explanation as may be reasonably requested. Nothing in this Article 5.3 shall be interpreted as limiting the obligation of the Competitive Supplier to respond to complaints or inquiries from Participating Consumers, or to comply with any regulation of the Department or AG regarding customer service.

  • Certification of Meeting or Exceeding Tobacco-Free Workplace Policy Minimum Standards A. Grantee certifies that it has adopted and enforces a Tobacco-Free Workplace Policy that meets or exceeds all of the following minimum standards of: i. Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; ii. Designating the property to which this Policy applies as a "designated area,” which must at least comprise all buildings and structures where activities funded under this Grant Agreement are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; iii. Applying to all employees and visitors in this designated area; and iv. Providing for or referring its employees to tobacco use cessation services. B. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency.

  • Insurance and Fingerprint Requirements Information Insurance If applicable and your staff will be on TIPS member premises for delivery, training or installation etc. and/or with an automobile, you must carry automobile insurance as required by law. You may be asked to provide proof of insurance. Fingerprint It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code. The Texas Education Code, Chapter 22, Section 22.0834. Statutory language may be found at: xxxx://xxx.xxxxxxxx.xxxxx.xxxxx.xx.xx/ If the vendor has staff that meet both of these criterion: (1) will have continuing duties related to the contracted services; and (2) has or will have direct contact with students Then you have ”covered” employees for purposes of completing the attached form. TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have questions on how to comply, see below. If you have questions on compliance with this code section, contact the Texas Department of Public Safety Non-Criminal Justice Unit, Access and Dissemination Bureau, FAST-FACT at XXXX@xxxxx.xxxxx.xx.xx and you should send an email identifying you as a contractor to a Texas Independent School District or ESC Region 8 and TIPS. Texas DPS phone number is (000) 000-0000. See form in the next attribute to complete entitled: Texas Education Code Chapter 22 Contractor Certification for Contractor Employees

  • Consent to Receive Information in English By accepting the Award, you confirm having read and understood the Plan and the Agreement, which were provided in the English language. You accept the terms of those documents accordingly.

  • Compliance with Information Requests Notwithstanding any other provision of the Deposit Agreement, the Articles of Association and applicable law, each Holder and Beneficial Owner agrees to (a) provide such information as the Company or the Depositary may request pursuant to law (including, without limitation, relevant Cayman Islands law, any applicable law of the United States, the Memorandum and Articles of Association, any resolutions of the Company’s Board of Directors adopted pursuant to the Memorandum and Articles of Association, the requirements of any markets or exchanges upon which the Shares, ADSs or Receipts are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or Receipts may be transferred), (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, the Memorandum and Articles of Association and the requirements of any markets or exchanges upon which the ADSs, Receipts or Shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, Receipts or Shares may be transferred, to the same extent as if such Holder and Beneficial Owner held Shares directly, in each case irrespective of whether or not they are Holders or Beneficial Owners at the time such request is made and, without limiting the generality of the foregoing, (c) comply with all applicable provisions of Cayman Islands law, the rules and requirements of any stock exchange on which the Shares are, or will be registered, traded or listed and the Articles of Association regarding any such Holder or Beneficial Owner’s interest in Shares (including the aggregate of ADSs and Shares held by each such Holder or Beneficial Owner) and/or the disclosure of interests therein, whether or not the same may be enforceable against such Holder or Beneficial Owner. The Depositary agrees to use its reasonable efforts to forward upon the request of the Company, and at the Company’s expense, any such request from the Company to the Holders and to forward to the Company any such responses to such requests received by the Depositary.

  • Statement of Additional Information The Manager shall determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the assets of the Funds portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trusts Declaration of Trust and By-Laws (collectively, the Governing Documents), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the SEC) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) to the Funds and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Managers authority regarding the execution of the Funds portfolio transactions provided herein. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund's portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement.

  • Notification of Xxxxxx and Unauthorized Release (a) Vendor will promptly notify the District of any breach or unauthorized release of Protected Data it has received from the District in the most expedient way possible and without unreasonable delay, but no more than seven (7) calendar days after Vendor has discovered or been informed of the breach or unauthorized release. (b) Vendor will provide such notification to the District by contacting Xxxxxx Xxx, Data Protection Officer, directly by email at xxxxxx.xxx@xxxxx.xxx or by calling 000-000-0000. (c) Vendor will cooperate with the District and provide as much information as possible directly to Xxxxxx Xxx, Data Protection Officer or his/her designee about the incident, including but not limited to: a description of the incident, the date of the incident, the date Vendor discovered or was informed of the incident, a description of the types of Protected Data involved, an estimate of the number of records affected, the schools within the District affected, what the Vendor has done or plans to do to investigate the incident, stop the breach and mitigate any further unauthorized access or release of Protected Data, and contact information for Vendor representatives who can assist affected individuals that may have additional questions. (d) Vendor acknowledges that upon initial notification from Vendor, the District, as the educational agency with which Vendor contracts, has an obligation under Section 2-d to in turn notify the Chief Privacy Officer in the New York State Education Department (“CPO”). Vendor agrees not to provide this notification to the CPO directly unless requested by the District or otherwise required by law. In the event the CPO contacts Vendor directly or requests more information from Vendor regarding the incident after having been initially informed of the incident by the District, Vendor will promptly inform Xxxxxx Xxx, Data Protection Officer or his/her designee.

  • Authorized Representations Distributors is not authorized by the Issuer to give any information or to make any representations other than those contained in the appropriate registration statements or Prospectuses and Statements of Additional Information filed with the Securities and Exchange Commission under the 1933 Act (as these registration statements, Prospectuses and Statements of Additional Information may be amended from time to time), or contained in shareholder reports or other material that may be prepared by or on behalf of the Issuer for Distributors' use. This shall not be construed to prevent Distributors from preparing and distributing sales literature or other material as it may deem appropriate.

  • Electronic and Information Resources Accessibility and Security Standards a. Applicability: The following Electronic and Information Resources (“EIR”) requirements apply to the Contract because the Grantee performs services that include EIR that the System Agency's employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC’s clients or recipients after completion of the Agreement. Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product.

  • Requests for Information (RFI) In the event the Contract Documents are not complete, definite, and clear, the Contractor shall request the Design Professional in writing for additional instructions and shall furnish the Owner a copy of the RFI. With reasonable promptness but not more than five days thereafter, the Design Professional shall furnish complete, definite, and clear instructions in writing, or by means of drawings, or both. In the event such additional instructions are given orally for expediency, they shall be confirmed in writing or by drawings or both within five days following the oral instructions. Any such additional instructions shall be consistent with the Contract Documents and reasonably inferable therefrom. The Work shall be executed in conformity with the aforesaid instructions. The Design Professional shall furnish the Owner a copy of all additional instructions issued to the Contractor. If, because of events beyond its reasonable control, the Design Professional is not able to meet the specified time period, then it is entitled to ask for additional time from the Owner.

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