Payment of Pathnet Items Sample Clauses

Payment of Pathnet Items. To ensure payment of the Pathnet Estimated Costs, simultaneously with the execution and delivery of this Agreement Pathnet shall: (a) deliver to Incumbent vendor credit assurances (the "Vendor Credit Assurances"), which Vendor Credit Assurances shall establish and confirm, among other things, that Pathnet has an adequate credit facility to acquire the Equipment and Services provided by such vendor. (As determined by Pathnet in its sole discretion, such Vendor Credit Assurances may be in the form of a copy of the applicable vendor's term sheet or excerpts from the vendor's credit agreement with Pathnet); and (b) deliver to Incumbent an escrow agreement substantially in the form attached hereto as Schedule D (the "Escrow Agreement") pursuant to which, among other things, (i) Pathnet shall place in escrow funds for each Segment in an amount equal to fifty percent (50%) of (the Pathnet Estimated Costs less the cost of any equipment provided by the vendors referred to in the Vendor Credit Assurances), (ii) the escrow agent named in such Escrow Agreement shall disburse to Pathnet the funds necessary to pay for the cost of the Pathnet Items as such Pathnet Items are completed and as Pathnet receives invoices relating to such Pathnet Items, (iii) in the event that Pathnet fails to timely meet its payment responsibilities with respect to the Pathnet Items, the escrow agent named in such Escrow Agreement shall disburse to Incumbent the funds necessary to cure such failure to pay by Pathnet and (iv) such Escrow Agreement shall terminate upon Commissioning of the System and upon such termination any funds remaining in escrow, including any interest accrued on such funds shall be disbursed to Pathnet.
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Related to Payment of Pathnet Items

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  • Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.

  • CERTIFICATION OF INDEPENDENT PRICE DETERMINATION By submission of this bid, the Bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, that in connection with this procurement: A. The prices in this bid have been arrived at independently, without consultation, collusion, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor. B. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly to any other Bidder or to any competitor; and, C. No attempt has been made or shall be made by the Bidder to induce any other person or bidder to submit or not to submit a bid for the purpose of restricting competition.

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  • VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES BNY Mellon shall provide the following valuation support and computation accounting services for each Fund:  Journalize investment, capital share and income and expense activities;  Maintain individual ledgers for investment securities;  Maintain historical tax lots for each security;  Corporate action processing as more fully set forth in the SLDs;  Reconcile cash and investment balances of each Fund with the Fund’s custodian or other counterparties as applicable;  Provide a Fund’s investment adviser, as applicable, with the cash balance available for investment purposes at start-of-day and upon request, as agreed by the parties;  Calculate capital gains and losses;  Calculate daily distribution rate per share;  Determine net income;  Obtain security market quotes and currency exchange rates from pricing services approved by a Fund’s investment adviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser, and in either case, calculate the market value of each Fund’s investments in accordance with the Fund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstances be under a duty to independently price or value any of the Fund's investments, including securities lending related cash collateral investments (with the exception of the services provided hereunder to Funds utilized for such cash collateral investments), itself or to confirm or validate any information or valuation provided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liability relating to inaccuracies or otherwise with respect to such information or valuations; notwithstanding the foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions, tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;  Application of the established automated price validation rules against prices received from third party vendors and review of exceptions as identified;  Calculate Net Asset Value in the manner specified in the Fund’s Offering Materials (which, for the service described herein, shall include the Fund’s Net Asset Value error policy);  Calculate Accumulated Unit Values (“AUV”) for select funds as mutually agreed upon between the parties;  Transmit or make available a copy of the daily portfolio valuation to a Fund’s investment adviser;  Calculate yields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and  Calculate portfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.  For money market funds, obtain security market quotes and calculate the market-value Net Asset Value in accordance with the Fund’s valuation policies and guidelines at such times and frequencies as required by regulation and/or instruction from TRP.

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