Notice and Determination Sample Clauses

Notice and Determination. To bind the Sellers by all notices received, by all agreements and determinations made, and by all agreements, instruments and other documents executed and delivered by the Sellers' Representative under the Transaction Documents; and
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Notice and Determination. Seller shall provide Buyer with written notice of any intended Disposition as soon as practicable, but not less than thirty (30) Days before closing a Disposition. In its notice to Buyer, Seller shall provide Buyer with a listing of the affected Delivery Point(s) and the quantities of such Committed Gas estimated in good faith to be producible from the properties to be subject to the Disposition. Seller will endeavor to introduce Buyer to the proposed acquirer regarding the marketing of Disposition Gas after the execution and delivery of a definitive agreement between the acquirer and the Seller. Seller shall also provide Buyer with such additional information regarding such Disposition as Buyer may reasonably request under the circumstances, but only if such information is material to determining the existence of Restricted Gas pursuant to Section 9.2. Upon receipt of the information necessary to make its determination pursuant to Section 9.2, Buyer shall immediately begin considering whether any of the Committed Gas subject to such contemplated Disposition shall be Restricted Gas (as defined in Section 9.2), the existence of which shall be determined in accordance with Section 9.2. Disposition Gas that is not Restricted Gas shall be sold, traded, exchanged or otherwise transferred free and clear of the requirements of this Agreement, as more particularly set forth in Section 9.2(f).
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Notice and Determination. Seller shall provide Buyer with written notice of any intended Disposition as soon as practicable, but not less than forty (40) Days before closing a Disposition. In its notice to Buyer, Seller shall provide Buyer with a listing of the affected Delivery Point(s) and the quantities of such Committed Gas estimated in good faith to be producible from the properties to be subject to the Disposition. Seller shall also provide Buyer with such additional information regarding such Disposition as Buyer may reasonably request under the circumstances, but only if such information is material to Buyer's determination pursuant to Section 9.2(b) regarding its ability to satisfy its obligations to sell Gas to third parties. Upon receipt of the information necessary to make its determination pursuant to Section 9.2, Buyer shall immediately begin considering whether any of the Committed Gas subject to such contemplated Disposition shall be Restricted Gas (as defined in Section 9.2). Buyer shall make its determination regarding such Committed Gas in accordance with and subject to the terms of Section 9.2, not later than thirty (30) Days following receipt of a notice from Seller complying with the requirements of the second grammatical sentence of this Section 3.3(b). Such determination shall be in writing, shall be delivered to Seller within such 30- Day period, and shall either indicate that (i) such Committed Gas shall be sold, traded, exchanged or otherwise transferred free and clear of the requirements of this Agreement, or (ii) all or a portion of such Committed Gas shall be Restricted Gas, and set forth the information required pursuant to the second grammatical sentence of Section 3.3(b). Buyer's failure to respond within such period shall be deemed, for purposes of Section 9.2, an acknowledgement that none of the Disposition Gas is Restricted Gas, an all of the Committed Gas, subject to the proposed Disposition, shall be released from the terms of this Agreement in accordance with and subject to the terms of Section 9.2. THE CONSEQUENCES DESCRIBED IN THE PRECEDING GRAMMATICAL SENTENCE SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S FAILURE TO NOTIFY SELLER, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OF BUYER'S DETERMINATION REGARDING THE EXISTENCE OF RESTRICTED GAS (IF ANY) IN CONNECTION WITH A DISPOSITION, AND ALL
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Notice and Determination. (1) With- in 15 days of receiving a report of al- leged noncompliance from the auditor, the CFAO shall—
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Related to Notice and Determination

  • Calculations and Determinations The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such:

  • Accounting Terms and Determination Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

  • Accounting Terms and Determinations Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

  • Accounting Terms and Determinations; GAAP Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods.

  • Decisions and Determinations Any determination, decision or election that may be made by the Issuer pursuant to this Section 3.19(c) (or pursuant to any capitalized term used in this Section 3.19(c) or in any such capitalized term), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in the Issuer's sole discretion, and, notwithstanding anything to the contrary in the Transaction Documents, will become effective without consent from any other party. None of the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Administrator, the Sponsor, the Depositor or the Servicer will have any liability for any determination made by or on behalf of the Issuer pursuant to this Section 3.19(c) (or pursuant to any capitalized term used in this Section 3.19(c) or in any such capitalized term), and each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.

  • Board Determination The Board of Directors of Pubco has unanimously determined that the terms of the Exchange are fair to and in the best interests of Pubco and its shareholders.

  • Board Determinations In the event that any question or controversy shall arise with respect to the nature, scope or extent of any one or more rights conferred by the Option, or any provision of this Agreement, the good faith determination by the Board of the rights of the Optionee shall be conclusive, final and binding upon the Optionee and upon any other person who shall assert any right pursuant to this Option.

  • Accounting Principles, Terms and Determinations All references in this Agreement to "generally accepted accounting principles" shall be deemed to refer to generally accepted accounting principles in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with generally accepted accounting principles applied on a basis consistent with the most recent audited financial statements delivered pursuant to clause (ii) of paragraph 5A or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of paragraph 8B.

  • Certificates and determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

  • Notification and Determination of Additional Costs Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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