Paramount Provision. The parties to this Agreement expressly acknowledge and agree that the restrictions on transfer contained herein (i) are reasonable and necessary for the efficient operation of the Company, and (ii) are not, and shall not be construed as being, an unlawful restraint on alienation of a Common Unit.

Paramount Provision. Company acknowledges that XxXxxxxx may be considered a third party administrator with respect to the Policy Administration Services contemplated hereunder as such term is defined in various statutes and regulations enacted in different states of the United States (collectively, the "TPA Rules"). Company agrees that the terms and conditions set forth in this Agreement shall be subject to, and modified by, any of the TPA Rules which may apply to XxXxxxxx or Company with respect to the Policies subject to this Agreement. If any such TPA Rules are in conflict with any provision of this Agreement, this Agreement shall be modified to comply with the TPA Rules to the extent applicable. If the TPA Rules require the inclusion of language regarding an issue covered in the TPA rules which is not so covered in this Agreement, Company agrees to amend this Agreement to include such language. In the event of any such changes, the parties shall negotiate in good faith to minimize any adverse effect of such change on either party hereto. To that end, attached hereto as Exhibits J, L, N, O, P and Q are various addenda setting forth the TPA Rules applicable with respect to each of the States of Nevada, Tennessee, Idaho, Florida, Montana and Indiana, respectively. Such addenda are incorporated herein and shall be a part hereof and shall be implemented hereunder to the extent applicable. If required by any addenda, the parties agree to execute one or more counterparts thereof.

See All (4)

Paramount Provision. Anything in this Agreement to the contrary notwithstanding, the provisions of Paragraph 11 and Paragraphs 12(a) and 12(c) hereof shall not apply to Employee, and shall be absolutely null and void, in the event: (a) Employer shall not renew this Agreement, at the end of the Initial Term, for at least ________ (___) Renewal Term; or (b) Employee shall terminate his employment hereunder for any one of the reasons set forth in Paragraph 9(b) hereof.

Paramount Provision. Anything in this Agreement to the contrary notwithstanding, the provisions of Paragraph 12 and Paragraphs 13(a) and 13(c) hereof

Paramount Provision. GLAIC acknowledges that AssetMark may be considered a third party administrator with respect to the Administrative Services contemplated hereunder as such term is defined in various statutes and regulations enacted in different states of the United States (collectively, the “TPA Rules”). GLAIC agrees that the terms and conditions set forth in this Agreement shall be subject to, and modified by, any of the TPA Rules which may apply to AssetMark or GLAIC with respect to this Agreement. If any such TPA Rules are in conflict with any provision of this Agreement, this Agreement shall be modified to comply with the TPA Rules to the extent applicable, subject to conformity of other regulations. If the TPA Rules require the inclusion of language regarding an issue covered in the TPA rules which is not so covered in this Agreement, GLAIC agrees to amend this Agreement to include such language. In the event of any such changes, the parties shall negotiate in good faith to minimize any adverse effect of such change on either party hereto.

Related to Paramount Provision

Amendment Provision The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.
Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan.
General Payment Provisions All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon on the due date. Any payment after such time shall be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans.
SPECIAL PROVISION The failure of the COUNTY to insist upon the strict performance of any provision of this Agreement or to exercise any right based upon breach thereof or the acceptance of any performance during such breach shall not constitute a waiver of any right under this Agreement.
Put Provisions Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.
Saving Provision If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.
Payment Provisions Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.
Incorporation of Credit Agreement Provisions The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.
Call Provision If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.
Attachment B, Payment Provisions The payment provisions are amended as follows:

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