Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Page 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings ...
Page. Article I — Definitions 2 Section 1.1 Use of Defined Terms 2 Section 1.2 Definitions 2 Section 1.3 Certain Words and References 7 Article II — Determination and Representations 8 Section 2.1 Determinations of the Director 8 Section 2.2 Representations, Warranties and Agreements of the Company 8 Section 2.3 Miscellaneous Information Regarding the Company 10 Article III — Loan, Provision of the Project and Conditions to Disbursement 12 Section 3.1 State Loan 12 Section 3.2 Provision of the Project 12 Section 3.3 Establishment Of Completion Date 12 Section 3.4 Company Required to Pay Costs in Event State Loan Proceeds Insufficient 13 Section 3.5 Plans and Specifications; Inspections 13 Section 3.6 Conditions to Disbursement of the State Loan 14 Section 3.7 Disbursement of the State Loan 15 Article IV — Maintenance, Taxes and Insurance 17 Section 4.1 Maintenance and Modifications of Project by the Company 17 Section 4.2 Removal of Project Facilities. 17 Section 4.3 Indemnification by the Company 17 Section 4.4 Taxes, Other Governmental Charges and Utility Charges 18 Section 4.5 Advances 18 Section 4.6 Environmental Matters 18 Article V — Special Covenants 22 Section 5.1 No Warranty of Condition or Suitability 22 Section 5.2 Right of Access to the Project 22 Section 5.3 Information Concerning Operations 22 Section 5.4 Affirmative Covenants Of The Company 22 Section 5.5 Negative Covenants Of The Company 25 Section 5.6 Mechanics’ and Other Liens 26 Section 5.7 Assignment, Sale or Lease by the Company 26 Article VI — Events of Default and Remedies 27 Section 6.1 Events of Default 27 Section 6.2 Remedies 28 Section 6.3 No Remedy Exclusive 28 Page
Page. Section 6.04 No Duties Except as Specified in this Agreement or in Instructions ........................................... 11 Section 6.05 No Action Except Under Specified Documents or Instructions ................................................ 11
Page. Work Week Hours of Work Summer Hours Meal Period Hours of Work for By-Law Enforcement Officers By-Law On-Call Winter Operations Hours of Work for Customer Service Staff and Coordinators, Aquatics Block Hours Provision for IT Positions (MIS Division) Overtime No Layoff to Compensate for Overtime Call-Back Time Overtime Meal Allowance Paid Holidays Holidays Falling on Weekend Holidays Falling on Scheduled Days Off Length of Vacation Holidays Falling Within Vacation Schedule Calculation of Vacation Pay Vacation Pay on Termination Approved Leave of Absence During Vacation Short Term Disability Plan (Sick Leave) Proof Illness or Injury Abse Records Special Sick Leave Appointments Job Descriptions Annual Increments Increment Date Union Leave Pregnancy Leave Parental and Adoptive Leave General Provisions Applicable to Pregnancy and Parental Leaves Family Leave Paid Jury or Court Witness Duty Leave Educational Bereavement Leave General Leave ARTICLE PAGE Pay Days Mileage Allowance Vacation Pay Pay During Temporary Transfers Workers' Compensation Basic Health Care Dental Care Life Insurance Long Term Plan Pay for Injured Employees Transportation of Accident Victims Safety Equipment Uniforms for By-Law Enforcement Officers Bulletin Boards Plural or Feminine Terms May Apply Continuation of Acquired Rights Duration of Agreement Changes in Agreement Notice of Changes Agreement to Continue in Force Letter of Understanding Review of Classifications Letter of Understanding Banked Overtime Letter of Understanding No Layoff Letter of Understanding Posting Priority to Members Letter of Employees Letter of Understanding Temporary Move Outside Bargaining Unit Appendix "A" Position Classifications Appendix Salary Grid January Appendix Salary Grid January Appendix C Guidelines for Drafting Job Sharing Arrangements Appendix Guidelines for Drafting Compressed Work Week Arrangements Appendix "E" Uniform Issue per Municipal Law Enforcement Officer Alphabetical Index PAGE ARTICLE PREAMBLE
Page. 1.1 INVITATION TO TENDER 3 1.2 TENDER CONDITIONS AND INFORMATION 4 1.3 GENERAL CONDITIONS OF CONTRACT 10 1.4 SPECIFICATIONS 16 1.5 SPECIAL CONDITIONS OF CONTRACT 17 SECTION 2 2.1 PRICING SCHEDULE 18 SECTION 3 3.1 MBD1: BID FOR REQUIREMENTS OF THE MUNICIPALITY OF MOSSEL BAY 19 SECTION 4 4.1 MBD4: DECLARATION OF INTEREST 22 4.2 MUNICIPAL RATES AND TAXES 25 4.3 AUTHORISED SIGNATORY 26 4.4 MBD8: DECLARATION OF BIDDER’S PAST SUPPLY CHAIN MANAGEMENT PRACTICES 27 4.5 MBD9: CERTIFICATE OF INDEPENDENT BID DETERMINATION 29 SECTION 5 DECLARATION 32 SECTION 6 CONTRACT FORM 33 ANNEXURE A THE RESOLUTION TAKEN BY THE BOARD OF DIRECTORS OF A CONSORTIUM OR JOINT VENTURE 35 CHECKLIST 38 ANNEXURE B LOCALITY PLAN 40 SECTION 1.1: INVITATION TO TENDER CLOSING TIME: 12:00 CLOSING DATE: 17 JANUARY 2020 TDR 71/2019: LEASE OF MUNICIPAL BUILDING AND TWO OF THE PARKING BAYS SITUATED ON A PORTION OF XXX 0000, XXXXXX XX XXXXX XXXXXX AND ADRIAAN AVENUE, ASLA PARK, KWANONQABA (400M²) Tenders are hereby invited for the lease of municipal building and two of the parking bays situated on a portion of Erf 6738, corner of Crotz Street and Adriaan Avenue, Asla Park, KwaNonqaba (400m²) for the period of nine (9) years and eleven (11) months, to be utilised for restaurant purposes. Tenders must be submitted on the original documents and remain valid for ninety (90) days after the closing date of the tender. Enquiries pertaining to the specifications can be addressed to Ms A Lichaba at telephone (000) 000-0000. Enquiries pertaining to the completion of the documents can be addressed to Xx Xxxxxxx Xxxxxxx at telephone (000) 000-0000 or Xx Xxxxxx Xxxxxxxxxx at telephone (000) 000-0000. A set of tender documents can be obtained at a non-refundable cost of R116 per set from Xx Xxxxxxx Xxxxxxx or Xx Xxxxxx Xxxxxxxxxx who may be contacted at telephone (000) 000-0000 or (044) 606-5192 OR it can be obtained on our website at xxxxx://xxx.xxxxxxxxx.xxx.xx/tenders-available free of charge (follow the procurement-link). Payments must be made at the cashiers at the Mossel Bay Municipality’s Xxxx Xxxxxxxx, 000 Xxxxx Xxxxxx on the Lower Ground Floor (seaside) prior to collecting the tender document and proof of payment must be submitted when collecting the tender document from the Supply Chain Management Offices, Plaza Aquada Building, 00 Xxxxx Xxxxxx, Mossel Bay. Fully completed tender documents must be placed in a sealed envelope and placed in the tender box on the Lower Ground floor (seaside) at the Mossel B...
Page. Section 9.10 Governing Law and Venue; Waiver of Jury Trial; Specific Performance 69 Section 9.11 Transfer Taxes 71 Section 9.12 Definitions 71 Section 9.13 Parent Guarantee 76 Index of Defined Terms 409A Xxxxxxxxxxx 00 XXXX 00 Acceptable Confidentiality Agreement 48 Acceptance Time 2 Acquisition Proposal 50 Affiliate 73 Agreement 1 Alternative Acquisition Agreement 52 Amended and Restated Credit Agreement 73 Antitrust Authorities 73 Antitrust Counsel Only Material 55 Antitrust Laws 73 Articles of Merger 10 Assets 33 Bankruptcy and Equity Exception 19 Benefits Continuation Period 56 Book-Entry Shares 11 Business Day 73 Canceled Restricted Awards 15 Certificate 11 Claim 59 Closing 9 Closing Date 9 Code 73 Collective Bargaining Agreement 23 Company 1 Company Benefit Plan 27 Company Board Recommendation 19 Company Bylaws 16 Company Charter 16 Company Common Stock 1 Company Disclosure Schedule 16 Company Material Adverse Effect 73 Company Option 14 Company Option Agreement 15 Company Ownership Plan 75 Company Preferred Stock 17 Company Proprietary Software 32 Company Restricted Share 14 Company Restricted Share Agreement 15 Company SEC Documents 20 Company SEC Financial Statements 21 Company Shareholders 3 Company Stock Plans 75 Company Shareholder Approval 18 Company Shareholders Meeting 47 Computer Systems 32 Confidentiality Agreement 75 Consents 20 Continuing Directors 8 Continuing Employees 56 Contract 20 Director Appointment Date 8 DOJ 55 Effective Time 10 Environmental Laws 75 ERISA 27 ERISA Affiliate 27 Evercore 35 Exchange Act 20 Exchange Agent 11 Exchange Fund 12 Excluded Party 51 Expenses 58 Expiration Date 4 Filings 21 Franchise 37 Franchised Restaurant 37 Franchisee 37 ] FTC 55 Fundamental Representations 75 GAAP 75 Go-Shop Period 48 Governmental Entity 20 Group 75 Hazardous Substances 75 HSR Act 20 Indemnified Party 59 Initial Expiration Date 4 Intellectual Property 75 IRS 26 Knowledge 76 Laws 76 Liens 18 Liquor Licenses 25 Material Contract 29 Material Suppliers 35 Merger 1 Merger Consideration 11 Merger Sub 1 Minimum Condition Annex B NASDAQ 76 No-Shop Period Start Date 48 Nonqualified Deferred Compensation Plan 28 Notice Period 53 Offer 1 Offer Documents 3 Offer Price 1 Order 76 ordinary course of business 76 Parent 1 Parent Bylaws 38 Parent Charter 38 Parent Disclosure Schedule 37 Parent Material Adverse Effect 76 PBGC 27 Permits 24 Permitted Lien 76 Person 77 Personal Property Leases 33 Policies 35 Proceeding 77 Proxy Statement 46 Recommendati...
Page. Section 1. Defined Terms and Rules of Construction. 1 Section 2. Acknowledgment of Receipt and Certification; Appointment as Custodian. 2 Section 3. Maintenance of Office. 4 Section 4. Duties of Custodian. 4 Section 5. Access to Records. 4 Section 6. Instructions; Authority to Act. 4 Section 7. Advice of Counsel. 5 Section 8. Representations and Warranties. 5 Section 9. Effective Period, Termination, and Amendment, and Interpretive and Additional Provisions. 5 Section 10. Limitation of Liability. 6 Section 11. Governing Law. 7 Section 12. Amendment. 7 Section 13. Notices. 8 Section 14. Binding Effect. 8 Section 15. Counterparts. 8 Section 16. Severability of Provisions. 8 Section 17. Merger of Custodian. 8 Section 18. Indemnification. 9 Section 19. Dispute Resolution, Arbitration. 9 Section 20. Limitation of Liability. 9 EXHIBIT A Form of Custodian’s Initial Certification EXHIBIT B Form of Custodian’s Delay Delivery Certification EXHIBIT C Form of Custodian’s Final Certification EXHIBIT D Form of Custodian’s Further Final Certification CUSTODIAL AGREEMENT This CUSTODIAL AGREEMENT, dated as of August 15, 2007 (this “Agreement”), among CWHEQ, Inc. (the “Depositor”), COUNTRYWIDE HOME LOANS, INC., as master servicer (the ““Master Servicer”), CWHEQ REVOLVING HOME EQUITY LOAN TRUST , Series 2007-G (the “Issuer”), and TREASURY BANK, A DIVISION OF COUNTRYWIDE 4 BANK, F.S.B., as agent, custodian, and bailee for the Owner Trustee as owner and the Indenture Trustee as secured party (when acting for the Issuer, the “Trust Custodian,” and when acting for the Indenture Trustee, the “Indenture Custodian,” and when referring to both capacities, the “Custodian”), and THE BANK OF NEW YORK, as indenture trustee (in that capacity the “Indenture Trustee”),
Page. Section 6.06 Restrictions ................................................................................................................................ 11 ARTICLE VII
Page. 6.7 Stock Exchange De-listing 47 6.8 Publicity 47 6.9 Employee Benefits 47 6.10 Expenses 48 6.11 Indemnification; Directors’ and Officers’ Insurance 49 6.12 Other Actions by the Company 51
Page. B. At any time the Company may apply to any officer of the Investment Company or Fund for instructions, and may consult with legal counsel or the Investment Company's independent accountants with respect to any matter arising in connection with the services to be performed by the Company under this Agreement, and the Company and its agents or subcontractors shall not be liable and shall be indemnified by the Investment Company or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel or independent accountant provided such action is not in violation of applicable federal or state laws or regulations.
