Standards for Determining Commercial Reasonableness Borrower and Silicon agree that a sale or other disposition (collectively, "sale") of any Collateral which complies with the following standards will conclusively be deemed to be commercially reasonable: (i) Notice of the sale is given to Borrower at least seven days prior to the sale, and, in the case of a public sale, notice of the sale is published at least seven days before the sale in a newspaper of general circulation in the county where the sale is to be conducted; (ii) Notice of the sale describes the collateral in general, non-specific terms; (iii) The sale is conducted at a place designated by Silicon, with or without the Collateral being present; (iv) The sale commences at any time between 8:00 a.m. and 6:00 p.m; (v) Payment of the purchase price in cash or by cashier's check or wire transfer is required; (vi) With respect to any sale of any of the Collateral, Silicon may (but is not obligated to) direct any prospective purchaser to ascertain directly from Borrower any and all information concerning the same. Silicon shall be free to employ other methods of noticing and selling the Collateral, in its discretion, if they are commercially reasonable.
Standard of Performance Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
FCC Compliance (a) Notwithstanding anything to the contrary contained herein or in any other agreement, instrument or document executed in connection herewith, no party hereto shall take any actions hereunder that would constitute or result in a transfer of control of an entity holding any FCC License or an assignment of any FCC License requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. In addition, the parties acknowledge that the voting rights of the Pledged Stock in such an entity shall remain with the relevant Grantor thereof even upon the occurrence and during the continuance of an Event of Default until the FCC shall have given its prior consent to the exercise of voting rights by a purchaser at a public or private sale of such Pledged Stock or the exercise of such rights by the Collateral Agent or by a receiver, trustee, conservator or other agent duly appointed pursuant to applicable law. (b) If an Event of Default shall have occurred and is continuing, each Grantor shall take any action which the Collateral Agent may reasonably request in the exercise of its rights and remedies under this Agreement in order to effectuate any transfer of control of any Grantor or any assignment of the Collateral to the Collateral Agent or to such one or more third parties as the Collateral Agent may designate, or to a combination of the foregoing. To enforce the provision of this Section 6.15, the Collateral Agent is empowered to seek from the FCC and any other governmental authority, to the extent required by applicable law or government regulation, consent to or approval of any voluntary or involuntary transfer of control of any entity whose Collateral is subject to this Agreement or any voluntary or involuntary assignment of the Collateral, in each case for the purpose of seeking a bona fide purchaser of some or all of the Collateral. Each Grantor agrees to cooperate with any such purchaser and with the Collateral Agent in the preparation, execution and filing of any application and such other forms, and in providing any information that may be necessary or useful in obtaining the FCC’s consent to the transfer of control or assignment of the Collateral. Each Grantor hereby irrevocably (x) consents to any such voluntary or involuntary transfer of control or assignment after and during the continuation of an Event of Default and, without limiting any rights of the Collateral Agent under this Agreement, to the Collateral Agent’s right to appoint a trustee or receiver to acquire or assume control of the Collateral, subject only to required judicial, FCC or other consents required by governmental authorities, in order to effectuate the transactions contemplated by this Section 6.15 and (y) waives any right such Grantor may have to object to the appointment of such trustee or receiver, such Grantor acknowledging that the Collateral Agent’s uncontested right to have a trustee or receiver appointed for the foregoing purposes is considered essential by Holders in connection with the enforcement of their rights and remedies hereunder and was a material factor in inducing Holders to participate in the Exchange Offer and/or hold the Notes. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Collateral Agent under this Agreement. Each Grantor shall cooperate fully in obtaining the consent of the FCC and the approval or consent of each other governmental authority required to effectuate the foregoing. (c) Without limiting the obligations of any Grantor hereunder and the rights of the Collateral Agent hereunder in any respect, each Grantor further agrees that if such Grantor, upon or after the occurrence (and during the continuance) of an Event of Default, should fail or refuse for any reason whatsoever, to sign (within five (5) Business Days of a request by Collateral Agent) any application to the FCC or any other governmental authority which is necessary or useful for the exercise of any remedy by Collateral Agent hereunder, such Grantor agrees that such application may be executed on such Grantor’s behalf by the clerk or other designee of any court of competent jurisdiction without notice to such Grantor pursuant to court order.
PERIOD OF PERFORMANCE The period of performance for this contract begins , and ends .
HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.
Standards of Performance Provider must perform all Services required of it under this Agreement with that degree of skill, care, and diligence normally shown by a Provider performing services of a scope, purpose, and magnitude comparable with the nature of the Services to be provided under this Agreement. Provider acknowledges that, if in the course of providing Services hereunder, it is entrusted with or has access to valuable and confidential information and records of the Board, Provider agrees to be held to the standard of care of a fiduciary with respect to that information. Any review, approval, acceptance of Services or deliverables, or payment by the Board for any Services does not relieve Provider of its responsibility for the professional skill and care and technical accuracy of its Services and deliverables. This provision in no way limits the Board’s rights against Provider under this Agreement, at law or in equity. When and where applicable, all members of Provider’s staff must hold and maintain throughout the Term and any Renewal Term, valid certificates and/or licenses from the State of Illinois or such other relevant jurisdiction that authorize those individuals to perform the Services. Provider agrees to promptly furnish a copy of the license(s) of any and all direct service providers to the Board on request. Throughout the Term and any Renewal Term, Provider must maintain and use sufficient staff to assure the effective and efficient operation of its programs. Provider must cause its staff to devote such time, attention, skill, knowledge, and professional ability as necessary to effectively and efficiently fulfill Provider’s obligations under this Agreement.
Predatory Lending Regulations No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. No Mortgage Loan is covered by the Home Ownership and Equity Protection Act of 1994 and no Mortgage Loan is in violation of any comparable state or local law;
Single Audit Act Compliance If the Contractor is a subrecipient and expends $750,000 or more in federal awards from any and/or all sources in any fiscal year, the Contractor shall procure and pay for a single audit or a program-specific audit for that fiscal year. Upon completion of each audit, the Contractor shall: (1) Submit to the DSHS contact person the data collection form and reporting package specified in 2 CFR Part 200, Subpart F, reports required by the program-specific audit guide (if applicable), and a copy of any management letters issued by the auditor; (2) Follow-up and develop corrective action for all audit findings; in accordance with 2 CFR Part 200, Subpart F; prepare a “Summary Schedule of Prior Audit Findings” reporting the status of all audit findings included in the prior audit's schedule of findings and questioned costs.
Failure to Procure Insurance Failure on the part of Provider, or any of its subcontractors, to procure or maintain required insurance shall constitute a material breach of contract under which the District may immediately terminate this Agreement.
Mitigation Measures Company shall take commercially reasonable measures (except measures causing it to incur out-of-pocket expenses which BNYM does not agree in advance to reimburse) to mitigate losses or potential losses to BNYM, including taking verification, validation and reconciliation measures that are commercially reasonable or standard practice in the Company’s business.