Other Conditions Related To Benefits a. Effect of a Leave of Absence on Benefits
Other Conditions Related To Benefits Sample Clauses
Related to Other Conditions Related To Benefits
Further Conditions Seller shall deliver to Buyer full and complete possession of the property, subject to the Permitted Exceptions. Absolutely no access to the Property prior to Closing is allowed without Seller’s advance written authorization and upon execution of an appropriate waiver of liability. Neither Buyer nor any of its representative, agents or contractors shall be deemed an invitee of the Property by virtue of this Agreement, the Property Data or the offering of the Property for sale. Further, no invasive environmental tests shall be performed by any Buyer without Seller’s advance written consent.
Obligations relating to Change in Ownership 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression "acquirer", "control" and "person acting in concert" shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.
Other Terms & Conditions 15.6.1. On termination of License Agreement: a. All third party agreements, entered by the Licensee with respect to the said property business space, shall stand terminated with immediate effect ; b. In case of termination of agreement on account of Licensee’s Events of Default, the interest free Security Deposit and/or Performance Security shall be forfeited in favour of Maha-Metro. Any outstanding dues payable to Maha-Metro shall be adjusted/ recovered from the advance license fee and forfeited interest free Security Deposit. Balance outstanding dues, if remaining after adjustment of outstanding dues from the advance license fee and interest free Security Deposit, shall be recovered from the licensee. c. All utilities shall be disconnected with immediate effect, unless otherwise specified elsewhere, and 15.6.2. A notice of vacation shall be issued to the Licensee to vacate the premises within 30 days. i. On termination of the license agreement, the Licensee shall handover the vacant possession of premises to the Maha-Metro’s authorized representative within 30 days from the date of termination of License Agreement, after removal of plants, equipments, furniture, fixtures, etc. installed by the Licensee at its own cost, without causing damage to Maha-Metro structures. The Licensee shall be allowed to remove their temporary structures, assets like furniture, almirahs, airconditioners, DG sets, equipments, etc without causing damage to the structure. However, the Licensee shall not be allowed to remove any facility, equipment, fixture, etc. which has become an integral part of the development plan of the space. The Licensee agrees voluntarily and un-equivocally not to seek any claim, damages, compensation or any other consideration whatsoever on this account. If the premise is not handed over in good condition as required under this clause, Maha-Metro reserves the right to deduct/ recover damage charges. No grace period shall be provided to licensee, if licensee terminates the contract within the lockin period. ii. If the Licensee fails to vacate the premises within the grace period of thirty (30) days, penalty of twice the prevalent monthly License Fee shall be chargeable for occupation for this thirty (30) days period. And, after lapse of this 30 (thirty) days grace period, Maha- Metro shall take over the goods / property treating at NIL/ Zero value, even if it is under lock & key; and shall be free to dispose-off the property in whatsoever manner as it deems fit. Licensee shall have no claim for compensation or consideration / damages after completion of grace period. If, licensee fails to pay the penalty, applicable in case of non- vacation of premises, the same shall be adjusted from the Interest Free Security Deposit / Performance Security available with Maha-Metro. No grace period shall be provided to licensee, if licensee terminates the contract within the lock-in period. iii. After vacating the premises, the Licensee shall submit a vacation certificate from the Maha-Metro’s authorized representative as a proof of Licensee having vacated the site. Licensee’s statement regarding vacation, without a vacation certificate from the Station in-charge or its authorized representative, shall not be accepted. iv. The termination of this Agreement shall not relieve either party from its obligation to pay any sums then owing to the other party nor from the obligation to perform or discharge any liability that had been incurred prior thereto. The Licensee shall be liable to pay all dues outstanding to Maha-Metro including electricity, chiller and other utility charges under this agreement without prejudice to rights and remedies applicable under the law. The final settlement of dues shall take place after submission of vacation certificate from the Depot in charge or his authorized representative subsequent to termination of License Agreement. v. On termination of Agreement, Maha-Metro shall have rights to re-enter, re-market or to seal/ lock the Licensed Space.
Conditions to Funding The obligations of the Lenders to make any Credit Extension hereunder on the Funding Date are subject to the satisfaction of the following conditions: (a) The Funding Date shall be a Business Day on or before the Long StopLongstop Date. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Xxxx International LLP, New York counsel for the Borrower, in form reasonably acceptable to the Administrative Agent (i) dated the Funding Date, (ii) addressed to the Administrative Agent, the Security Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the Existing Transactions as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received: (i) A copy of the Organization Documents of each Loan Party. (ii) In respect of each Loan Party incorporated or established and/or having its registered office in the United States, a certificate of good standing in respect of such Loan Party. (iii) A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorising a specified person or persons to execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with the Loan Documents to which it is a party. (iv) A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents. (v) A secretary’s certificate of each Loan Party in a form reasonably satisfactory to the Administrative Agent. (d) [Reserved]. (e) The Administrative Agent shall have received, at least three Business Days prior to the Funding Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Initial Lenders at least ten days prior to the Funding Date. (f) The Administrative Agent shall have received the Loan Escrow Agreement duly executed and delivered (or counterparts hereof) by the Borrower. (g) A certificate from the chief financial officer (or other Responsible Officer) of the Borrower, substantially in the form attached as Exhibit I hereto, certifying that the Borrower is Solvent. (h) Each Major Representation is true in all material respects. (i) Solely if the Closing Date has not occurred on the Funding Date, the Administrative Agent shall have received the Escrow Guarantee Agreement duly executed and delivered (or counterparts thereof) by the Escrow Guarantor, the Borrower and the other parties thereto.
Specific Conditions If applicable, specific conditions required after a risk assessment will be included in Exhibit G. Grantee shall adhere to the specific conditions listed therein.
Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:
OTHER CONDITIONS OF EMPLOYMENT Certificate based on Masters degree, 18 total years pay credit or classified step, Non-Probationary ,Local Longevity =$1000, Base Contract @ $48,532. All contracts are issued contingent upon employee having appropriate certification or endorsement or approved ALP. All contracts are also contingent upon successful completion of criminal background check. Where applicable, certified salaries include $3000 from the “Targeted Educator Compensation Act” of 2001. Where applicable the employee has also had included within Compensation For Services a stipend for 18 years of Local Longevity Credit.
Certain Conditions to Assignments Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; (B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender) (for which no Obligor shall be obligated); and (D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire.
Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.
Other Conditions 4.1 The Bank may at any time vary, modify or amend the terms and conditions of the Program as it may, in its reasonable discretion, think fit, and the Cardholder shall be bound by such variations and amendments after such variations and amendments have been communicated to the Cardholder. 4.2 Any abuse or fraud in respect of the issuance of Points or redemption of Rewards (including any Points transfer to designated airlines’ programmes), may result in the cancellation of accrued Points and any Rewards already issued. 4.3 Without prejudice to any of the Bank’s rights and remedies, the Bank is entitled, at any time, in its reasonable discretion with reasonable notice, to terminate the Program or withdraw, cancel or invalidate any Reward and/ or Points already issued. 4.4 The Bank is not liable if it is unable to perform its obligations under these terms and conditions, due directly or indirectly to the failure of any machine or communication system, industrial dispute, war, Act of God, or anything outside the control of the Bank, its agents or any third party. The Bank shall not be responsible for any delay in the transmission to the Bank of evidence of Retail Purchases by the participating merchants or any other third party. 4.5 The Cardholder hereby authorizes the Bank to disclose information regarding himself/herself and his/her Card Account(s) to such third parties as the Bank deems necessary for the purposes of the Program. 4.6 The Bank’s records of all matters relating to this program are conclusive and binding on the Cardholder, save in the case of the Bank’s manifest or clerical error. The Bank is entitled to, for any reason and at any time, with reasonable notice, suspends the calculation or accrual of Points to rectify any errors in the calculation, or otherwise adjust such calculation. 4.7 The Bank’s decision on all matters relating to the Program shall be final and binding on the Cardholder. 4.8 Any redemption of any Reward shall be governed by the Citi ThankYou Rewards Program Terms and Conditions as amended from time to time.
