Joint Preparation The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.
Site Preparation Contractor shall be responsible for carrying out Stage 2 Site preparation Work as defined in Basis of Design, including:
Tax Return Preparation (i) To the extent not filed prior to the Closing Date, the Seller shall prepare (or cause to be prepared) all Tax Returns that are required to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than thirty days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Independent Accounting Firm to make a determination within ten (10) days but in no event later than five (5) days prior to the Due Date of such Pre-Closing Period Tax Return. With respect to each such Pre-Closing Period Tax Return, no later than two (2) days prior to the Due Date of such Pre-Closing Period Tax Return, (x) the Seller shall submit to the Buyer final drafts of such Pre-Closing Period Tax Return and (y) the Seller shall pay to the Buyer an amount equal to the liability for Taxes that are shown to be due and payable on the face of such Pre-Closing Period Tax Return. The Buyer shall cause the applicable Company or Subsidiary (as the case may be) to file each Pre-Closing Period Tax Return and pay to the applicable Tax authority all amounts shown to be due and payable on the face of such Pre-Closing Period Tax Return.
Launch Customer shall use commercially reasonable efforts to begin distribution of the Google Desktop Applications promptly following the launch of the Desktop Portal.
Costs of negotiation, preparation etc The Borrowers shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.
Project Completion Within five (5) days after the delivery by Supplier to Purchaser of a Commissioning Certificate for the Project’s final Turbine, Supplier shall also deliver to Purchaser a completion certificate for all Turbines in the Project (the “Project Completion Certificate”), in the form attached hereto as Exhibit N, together with a list of any remaining Punch List Work on any Turbine, a schedule for completing the Punch List Work and an estimate of the cost of each item of Punch List Work. Supplier shall thereafter promptly complete all Punch List Work.
Tax Preparation The Company and its Affiliates will provide tax preparation services via a designated tax service provider to assist Executive with any required income tax preparation services in both the Home Country and Canada with respect to any tax years falling within the Employment Period.
Commissioning preparation of a system or systems to allow hydrocarbons or other process fluids to be safely introduced into the system or systems for processing. In this phase testing will focus on systems, including utilities.
Project Schedule Contractor shall perform the Work in accordance with the Project Schedule.
Construction Drawings After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.
