LIMITED CHARGING Sample Clauses

LIMITED CHARGING. 17.1 Each Participant hereby covenants and agrees with the other to cooperate fully in connection with any production financing for the Property which is presented on reasonable commercial terms for projects of a similar nature, size and financial risk and to hold its Interest free and clear of all liens, charges and encumbrances including any floating charge (except liens for taxes not yet due and other inchoate liens and arising from operations on the Property being contested in good faith), and each Participant will, if so required by the terms of such project financing and upon the written consent of all Participants, issue to any lender providing such financing, bonds, debentures or other security instruments charging its Interest, inter alia, by way of a specific first mortgage and charge limited to its Interest. 17.2 No such project financing will require a Participant to give any guarantee to any third party on behalf of the other Participant, to be jointly and severally liable for the repayment of such financing or to give security to any lender in respect of such financing in an amount greater than its Interest. 17.3 If a joint financing for the Production Program is not arranged as contemplated in Section 17.1, then notwithstanding the provisions of Part 17, for the purpose of financing its Cost Share of the Production Program a Participant may, at any time and upon the written consent of all Participants, mortgage, charge or otherwise encumber the whole or any party of its Interest, but only upon the condition that the holder of such encumbrance, (hereinafter called the “Chargee”), first enters into a written agreement with the other party in form satisfactory to counsel for such other party, binding upon the Chargee, to the effect that: (a) the Chargee will not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant’s Interest and that such encumbrances will be subject to the provisions of this Agreement; (b) the Chargee’s remedies under the encumbrance will be limited to the sale of the whole, (but only of the whole), of the encumbering party’s Interest to the other Participants, or failing such disposition, at a public auction to be held after sixty (60) days’ notice to the other party, such sale to be subject to the purchaser entering into a written agreement with the other party whereby such purchaser assumes all obligations of the encumbering party under the terms of this Agreement; a...
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LIMITED CHARGING. 16.1 Notwithstanding the provisions of sections 17 or 19, but solely following commencement of Commercial Production and repayment of any Development Financing, a Participant may, at any time, mortgage, charge or otherwise encumber the whole or any part of its Interest but only upon the condition that the holder of such encumbrance (the "Chargee"), first enters into a written agreement with the other Participants in a form satisfactory to counsel for such other Participant, binding upon the Chargee, as set out in sections 16.2 and 16.3. 16.2 If the Chargee is not engaged, directly or indirectly, in metal mining or exploration: (a) the Chargee may take possession of the encumbering Participant's Interest subject to the terms of this agreement; and (b) any disposition by the Chargee of the encumbering Participant's Interest will be conducted in accordance with section 17 of this agreement. 16.3 If the Chargee is engaged, directly or indirectly, in metal mining or exploration: (a) the Chargee will not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant's Interest and that such encumbrance will be subject to the provisions of this agreement; (b) the Chargee's remedies under the encumbrance will be limited to the sale of the whole (but only of the whole) of the encumbering Participant's Interest to the other Participants in accordance with section 17, or failing such disposition, at a public auction to be held after 90 days' prior notice to the other Participants, such sale to be subject to the purchaser entering into a written agreement with the other Participants whereby such purchaser assumes all obligations of the encumbering Participant under the terms of this agreement; and (c) if the Interest of any Participant is reduced to zero, the right of such Participant to act as Participant will cease.
Sample 1
LIMITED CHARGING. 19.1 Notwithstanding the provisions of section 20, but solely following the commencement of the Development Period, a Participant may, at any time, hypothec, mortgage, charge or otherwise encumber the whole or any part of its Interest but only upon the condition that the holder of such Encumbrance (the “Chargee”), first enters into a written agreement with the other Participant in a form satisfactory to counsel for such other Participant, binding upon the Chargee, as set out in sections 19.2 and 19.3. 19.2 If the Chargee is not engaged, directly or indirectly, in metal mining or exploration: (1) the Chargee may take possession of the encumbering Participant’s Interest subject to the terms of this Agreement; and (2) any disposition by the Chargee of the encumbering Participant’s Interest will be conducted in accordance with section 20. 19.3 If the Chargee is engaged, directly or indirectly, in metal mining or exploration: (1) the Chargee will not enter into possession or institute any proceedings for foreclosure or partition of the encumbering Participant’s Interest unless the Chargee’s Encumbrance has become subject to the provisions of this Agreement; and (2) the Chargee’s remedies under such Encumbrance will be limited to the sale of the whole (but only of the whole) of the encumbering Participant’s Interest to the other Participant in accordance with section 20, or failing such disposition, at a public auction to be held after 90 days prior notice to the other Participant, such sale to be subject to the purchaser entering into a written agreement with the other 50651077.7 Participant whereby such purchaser assumes all obligations of the encumbering Participant under the terms of this Agreement.
Sample 1

Related to LIMITED CHARGING

  • Fixed Charges Coverage Ratio The Company will not permit the Consolidated Fixed Charge Coverage Ratio to be less than 2.00 to 1.00.

  • Fixed Charge Coverage As of the last day of each calendar quarter, the ratio of (x) Annual EBITDA, less reserves for Capital Expenditures of (i) $.30 per square foot per annum for each Real Property Asset that is an office property and (ii) $.15 per square foot per annum for each Real Property Asset that is an industrial property, to (y) the sum of (i) Total Debt Service and (ii) dividends or other payments payable by the General Partner with respect to any preferred stock issued by the General Partner and distributions or other payments payable by the Borrower with respect to any preferred partnership units of the Borrower, will not be less than 1.5:1.0.

  • Permitted Charges 15.2.1 SPD shall not create or permit to subsist any encumbrance over all or any of its rights and benefits under this Agreement, other than as set forth in Article 15.1 and the Guidelines.

  • Shipping Charges Unless otherwise stated in the Bid Specifications, all deliveries shall be deemed to be freight on board (F.O.B.) destination tailgate delivery at the dock of the Authorized User. Unless otherwise agreed, items purchased at a price F.O.B. Shipping point plus transportation charges shall not relieve the Contractor from responsibility for safe and proper delivery notwithstanding the Authorized User’s payment of transportation charges. Contractor shall be responsible for ensuring that the Xxxx of Lading states “charges prepaid” for all shipments.

  • Minimum Fixed Charge Coverage The ratio of (a) Adjusted EBIT for any Rolling Four Quarter Period to (b) Fixed Charges for the same Rolling Four Quarter Period, to be less than 1.50 to 1.00.

  • Taxes, Charges and Liens Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits. Provided however, Xxxxxxxx will not be required to pay and discharge any such assessment, tax, charge, xxxx, xxxx or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.

  • MANAGEMENT CHARGE 16.1 In consideration of the establishment and award of this Framework Agreement and the management and administration by the Authority of the same, the Supplier agrees to pay to the Authority the Management Charge in accordance with Clause 16.2 below. 16.2 The Authority shall be entitled to submit invoices to the Supplier in respect of the Management Charge due each Month based on the Management Information provided pursuant to Framework Agreement Schedule 8 (Management Information), and adjusted: 16.2.1 in accordance with paragraph 5.5 of Framework Agreement Schedule 8 (Management Information) to take into account of any Admin Fee(s) that may have accrued in respect of the late provision of Management Information; and 16.2.2 pursuant to paragraph 6 (Default Management Charge) of Framework Agreement Schedule 8 (Management Information) to take into account any under payment of the Management Charge. 16.3 Unless agreed otherwise, the Supplier shall pay the amount stated in any invoice submitted under Clause 16.2 within thirty (30) Days of the date of issue of the invoice. 16.4 The Management Charge shall apply to the full Charges as specified in each and every Order and shall not be varied as a result of any reduction in the Charges due to the application of any service credits and/or any other deductions made under any Call-Off Contract. 16.5 The Management Charge shall be exclusive of VAT. The Supplier shall pay the VAT on the Management Charge at the rate and in the manner prescribed by Law from time to time. 16.6 Interest shall be payable on any late payments of the Management Charge under this Framework Agreement in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

  • STEP In the event the Director of Human Resources or designate and the National Representative and Unit Chair are unable to reach a resolve in STEP either party may, by notice in writing given to the other, within twenty (20) days, submit the grievance to final and binding arbitration. The notice of the party referring the matter to arbitration shall include the name of the proposed sole arbitrator, which is to be mutually agreed upon. If the parties are unable to agree on the selection of an arbitrator within twenty (20) working days once formal notice is given, the Federal Minister of Labour shall be requested to appoint the Arbitrator. The Company and the Union local shall each pay one-half of the remuneration and expenses of the arbitrator. Neither party shall be obligated to pay any part of the cost of any stenographic transcript of an arbitration hearing without its express consent. Arbitrator The arbitrator shall not be authorized to alter, modify, or amend the provisions of this Agreement nor to make any decision inconsistent therewith. Where the Arbitrator determines that a disciplinary penalty or discharge is excessive, it may substitute such other penalty for the discipline or discharge as it considers just and reasonable in all the circumstances. Time Limits Any time limit mentioned under the grievance procedure shall be counted as working days, excluding Saturdays, Sundays and Statutory Holidays. The time limits imposed upon either party of any STEP in the Grievance Procedure may be extended by mutual written agreement. A request for extension of the time limit made prior to the expiry of such time limit shall not be denied on an arbitrary basis. Where no reply is given to a grievance within the time limits specified, and no extension was agreed to, the Union or the Company, as the case may be, shall be entitled to submit the grievance to the next step in the Grievance Procedure. Grievances involving the discharge or discipline of an employee may be submitted at STEP of the grievance procedure. The Company shall have the right to file a grievance in writing signed by the Director of Human Resources or designate, with the Union within ten (10) days of when the circumstances giving rise to the grievance were known or should reasonably have been known to the Company. A meeting will be held with the Union within ten (10) days of the presentation of the grievance and the Union shall give the Company its written reply to the grievance in ten (10) working days following the meeting. Failing settlement, such grievance may be referred to arbitration under this Article within twenty (20) working days of the date the Company received the Union’s reply. The Union shall have the right to file a ‘policy’ grievance in writing with the Company within ten (10) working days of when the circumstances giving rise to the grievance were known or should reasonably have been known to the Union. Failing settlement, a meeting will be held with the Union within ten (10) working days of the presentation of the grievance and the Company shall give the Union its written reply to the grievance in ten (10) working days following the meeting. Failing settlement, such grievance may be referred to arbitration under this Article within twenty

  • Service Charge The Tenant must pay the Service Charge in accordance with Part 1 of Schedule 3. The Tenant must pay: VAT on any consideration in respect of a VAT Supply to the Tenant by the Landlord at the same time as the consideration is paid; and on demand VAT (and interest, penalties and costs where these are incurred because of anything the Tenant does or fails to do) charged in respect of any VAT Supply to the Landlord in respect of the Premises where that VAT is not recoverable by the Landlord from HM Revenue & Customs. The Tenant must not do anything that would result in the disapplication of the option to tax in respect of the Landlord’s interest in the Building. The Tenant must pay interest on the Rents and on all other sums not paid on or by the due date (or, if no date is specified, not paid within 10 Business Days after the date of demand). Interest will be payable at the Interest Rate for the period starting on the due date (or date of demand) and ending on the date of payment. The Tenant must pay on demand the Landlord’s costs (including legal and surveyor’s charges and bailiff’s and enforcement agent’s fees) and disbursements in connection with: any breach of the Tenant’s obligations in this Lease, including the preparation and service of a notice under section 146 of the 1925 Act; any application by the Tenant for consent under this Lease, whether that application is withdrawn or consent is granted or lawfully refused, except in cases where the Landlord is required to act reasonably and the Landlord unreasonably refuses to give consent; [and] [carrying out works to the Premises to improve their Environmental Performance where the Tenant, in its absolute discretion, has consented to the Landlord doing so; and]31 the preparation and service of a schedule of dilapidations served no later than six months after the End Date. Third party indemnity32 The Tenant must indemnify the Landlord against all actions, claims, demands made by a third party, all costs, damages, expenses, charges and taxes payable to a third party and the Landlord’s own liabilities, costs and expenses incurred in defending or settling any action, claim or demand in respect of any personal injury or death, damage to any property and any infringement of any right, in each case arising from: the state and condition of the Premises or the Tenant’s use of them; the exercise of the Tenant’s rights; or the carrying out of any Permitted Works. In respect of any claim covered by the indemnity in clause 4.7.1, the Landlord must: give formal notice to the Tenant of the claim as soon as reasonably practicable after receiving notice of it; provide the Tenant with any information and assistance in relation to the claim that the Tenant may reasonably require and the Landlord is lawfully able to provide, subject to the Tenant paying to the Landlord all costs incurred by the Landlord in providing that information and assistance; and mitigate its loss (at the Tenant’s cost) where it is reasonable for the Landlord to do so.

  • Fixed Charge Coverage Ratio The Borrower will not permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter for the four fiscal quarters ending on that date, to be less than 1.25 to 1.0.

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