Nature of Parties’ Interests Pursuant to This Agreement Sample Clauses

Nature of Parties’ Interests Pursuant to This Agreement. (a) This Agreement does not grant to the Concessionaire any fee title, leasehold estate, easement or other real property interest of any kind in or to the Project Assets or the Project Right of Way. The Concessionaire’s interests pursuant to this Agreement are limited to the Permit granted by this Agreement under Section 4.01. (b) The Department and the Concessionaire acknowledge their mutual intent that, despite the Department’s retention of fee title to (or other good and valid real property interest in) the Project Assets and the Project Right of Way, as a result of the Concessionaire’s rights and interests therein pursuant to the Permit granted to the Concessionaire under this Agreement, to the maximum extent permitted by Law, for federal income tax purposes the Concessionaire will be treated as having acquired the following: (i) with respect to the Project Assets and the Project Right of Way that are not part of the 395 Project and the STE (other than the Department Shared Assets), (A) an ownership interest in those Project Assets that have an expected economic useful life equal to or less than the Term, (B) a leasehold interest in the Project Right of Way and those Project Assets that have an expected economic useful life greater than the Term (with the amount allocable under this clause (B) treated for purposes of section 467 as giving rise to rent that is allocated ratably to each year during the Term) and (C) a franchise and license, permit, or other right within the meaning of Section 197(d)(1)(D) and 197(d)(1)(F) of the Code and in that regard an amount equal to the Concessionaire’s cost of development, design, construction and start-up of the Project represents acquisition cost of such assets (the “Cost”), and no payment by the Department to the Concessionaire pursuant to Section 7.02 will be treated as part of the Cost; (ii) with respect to the Project Assets and Project Right of Way related to the 395 Project and the STE (other than the Department Shared Assets and the 395 Department Assets), (A) an ownership interest in the Project Assets that have an expected economic useful life equal to or less than the Term, (B) a depreciable interest in those Project Assets funded by the Concessionaire either as tenant funded leasehold improvements or owned assets, (C) a leasehold interest in the Project Right of Way and those Project Assets that have an expected economic useful life greater than the Term (with the amount allocable under this clause (C)...
Sample 1
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Nature of Parties’ Interests Pursuant to This Agreement. (a) This Agreement does not grant to the Developer any fee title, leasehold estate, easement or other real property interest of any kind in or to the Project Assets or the Project Right of Way. The Developer’s interests pursuant to this Agreement are limited to the Permit granted by this Agreement under Section 4.01. (b) The Department and the Developer acknowledge their mutual intent that, despite the Department’s retention of fee title to (or other good and valid real property interest in) the Project Assets and the Project Right of Way, as a result of the Developer’s rights and interests therein pursuant to the Permit granted to the Developer under this Agreement, to the maximum extent permitted by Law, for federal income tax purposes, the Developer will be treated as having acquired (i) an ownership interest in those Project Assets that have an expected economic useful life equal to or less than the Term and (ii) a franchise and license, permit, or other right within the meaning of section 197(d)(1)(D) and 197(d)(l)(F) of the Internal Revenue Code of 1986, as amended, and in that regard an amount equal to the Developer’s cost of development, design, construction and start-up of the Project represents acquisition cost of such assets (the “Cost”), and no payment by the Department to the Developer pursuant to Section 7.05 will be treated as part of the Cost. The Department and the Developer do not expect that the Department will be required to file any return with the Internal Revenue Service with respect to such matters, but if the Department is required to do so, it will not file any documentation inconsistent with this Section 3.03.
Sample 1

Related to Nature of Parties’ Interests Pursuant to This Agreement

  • PARTIES TO THIS AGREEMENT This is an agreement for indemnity reinsurance solely between the Company and the Reinsurer. The performance of the obligations of each Party under this Agreement shall be rendered solely to the other Party. The acceptance of risks under this Agreement shall create no right or legal relationship between the Reinsurer and the insured, owner or beneficiary of any insurance policy or other contract of the Company.

  • Securities Sold Pursuant to this Agreement The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The form of certificates for the Securities conform to the corporate law of the jurisdiction of the Company’s incorporation and applicable securities laws. The Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance upon the exercise of the Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • NOW THIS AGREEMENT WITNESSES —

  • Amendment to this Agreement No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

  • CHANGING THIS AGREEMENT We may change this Agreement, including (for example) changing the addresses and telephone numbers you should use to contact us, changing fees, adding new fees, changing the Daily Periodic Rates and corresponding APRs or increasing your required minimum payment. We may change this Agreement based on economic or market conditions, our business strategies or for any other reason (including reasons unrelated to you or your Account). Any changes we make to this Agreement may apply to new transactions and/or then-existing balances as described in any notice we are required to provide to you. We will notify you of changes to this Agreement as required by applicable law. We will mail any required written notice to the address we have on file for your Account.

  • Amendments to this Agreement This Agreement may only be amended by the parties in writing.

  • ENDING THIS AGREEMENT We may end this Agreement, close the Account or limit your right to access the Account at any time without telling you in advance. The Primary Cardholder may also end this Agreement by telling us. Even if this Agreement is cancelled, the Primary Cardholder is still responsible to pay all amounts owing on the Account. When the Agreement ends, benefits, services and coverages will automatically end, or we can cancel or change them at our discretion.

  • TERMINATING THIS AGREEMENT You can terminate this Agreement at any time by notifying us in writing and by discontinuing the use of your Logon ID. We can also terminate this Agreement and revoke access to Online Banking at any time. Whether you terminate the Agreement or we terminate the Agreement, the termination will not affect your obligations under this Agreement, even if we allow any transaction to be completed with your Logon ID after this Agreement has been terminated.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • LAW GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal courts located in New York City, New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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