Phase 4 Infrastructure Escrow Sample Clauses

Phase 4 Infrastructure Escrow. In respect of the fact that the Required Utilities will not be complete by the Phase 1 Closing, Escrow Agent shall withhold from the Purchase Price for the Phase 1 Property the amount of the Phase 4 Infrastructure Budget to be mutually agreed up on by Seller and Buyer in writing during the Due Diligence Period (the “Phase 4 Infrastructure Escrow Amount”) and deposit the Phase 4 Infrastructure Escrow Amount in a segregated escrow account maintained by Escrow Agent pursuant to an escrow agreement (the “Phase 4 Infrastructure Holdback Escrow Agreement”); provided, however, that in the event that Seller and Buyer do not agree upon the Phase 4 Infrastructure Escrow Amount prior to the Due Diligence Termination Date, this Agreement shall automatically terminate, Seller and Buyer shall have no further rights or obligations under this Agreement, except those rights and obligations that are specifically stated in any of the provisions of this Agreement to survive any termination of this Agreement, and the Deposit shall promptly be refunded to Buyer by Escrow Agent. The Phase 4 Infrastructure Holdback Escrow Agreement shall, among other things, provide that: (i) the Phase 4 Infrastructure Escrow Amount shall be released to Seller immediately following the completion of the Required Utilities (the “Required Utilities Condition”); and (ii) Buyer may draw on the Phase 4 Infrastructure Escrow Amount if, pursuant to the Assignment of Phase 4 XXX Step-In Rights (as defined below), Buyer elects to exercise Self-Help Remedy to complete the Required Utilities pursuant to the Phase 4 Infrastructure Development Agreement. Seller shall deliver a draft of the Phase 4 Infrastructure Holdback Escrow Agreement to Buyer during the Due Diligence Period, which shall be based on the Village 2 Sewer Escrow Agreement. During the Due Diligence Period, Buyer and Seller shall reasonably cooperate and use their good faith efforts to agree upon the form thereof (subject to the completion of any blanks and exhibits thereto prior to execution). If Buyer delivers an Approval Notice pursuant to the terms of Section 3.3 above and the parties have not agreed on the form of the Phase 4 Infrastructure Holdback Agreement, then at the Phase 1 Closing Date (i) the latest version of the Phase 4 Infrastructure Holdback Escrow Agreement prepared by Seller at such time shall be deemed to be a Permitted Exception and (ii) the Phase 4 Infrastructure Holdback Escrow Agreement shall be executed at the Phase 1 C...
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Related to Phase 4 Infrastructure Escrow

  • Critical Infrastructure Subcontracts For purposes of this Paragraph, the designated countries are China, Iran, North Korea, Russia, and any countries lawfully designated by the Governor as a threat to critical infrastructure. Pursuant to Section 113.002 of the Business and Commerce Code, Contractor shall not enter into a subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business and Commerce Code, in this state, other than access specifically allowed for product warranty and support purposes to any subcontractor unless (i) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is majority owned or controlled by citizens or governmental entities of a designated country; and (ii) neither the subcontractor nor its parent company, nor any affiliate of the subcontractor or its parent company, is headquartered in a designated country. Contractor will notify the System Agency before entering into any subcontract that will provide direct or remote access to or control of critical infrastructure, as defined by Section 113.001 of the Texas Business & Commerce Code, in this state.

  • Infrastructure Infrastructure serves as the foundation and building blocks of an integrated IT solution. It is the hardware which supports Application Services (C.3.2) and IT Management Services (C.3.3); the software and services which enable that hardware to function; and the hardware, software, and services which allow for secure communication and interoperability between all business and application service components. Infrastructure services facilitate the development and maintenance of critical IT infrastructures required to support Federal government business operations. This section includes the technical framework components that make up integrated IT solutions. One or any combination of these components may be used to deliver IT solutions intended to perform a wide array of functions which allow agencies to deliver services to their customers (or users), whether internal or external, in an efficient and effective manner. Infrastructure includes hardware, software, licensing, technical support, and warranty services from third party sources, as well as technological refreshment and enhancements for that hardware and software. This section is aligned with the FEA/DoDEA Technical Reference Model (TRM) which describes these components using a vocabulary that is common throughout the entire Federal government. A detailed review of the TRM is provided in Section J, Attachment 5. Infrastructure includes complete life cycle support for all hardware, software, and services represented above, including planning, analysis, research and development, design, development, integration and testing, implementation, operations and maintenance, information assurance, and final disposition of these components. The services also include administration and help desk functions necessary to support the IT infrastructure (e.g., desktop support, network administration). Infrastructure components of an integrated IT solution can be categorized as follows:

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • One-Way Interconnection Trunks 2.3.1 Where the Parties use One-Way Interconnection Trunks for the delivery of traffic from Onvoy to Frontier, Onvoy, at Xxxxx’s own expense, shall: 2.3.1.1 provide its own facilities for delivery of the traffic to the technically feasible Point(s) of Interconnection on Frontier’s network in a LATA; and/or 2.3.1.2 obtain transport for delivery of the traffic to the technically feasible Point(s) of Interconnection on Frontier’s network in a LATA (a) from a third party, or, (b) if Frontier offers such transport pursuant to a Frontier access Tariff, from Frontier. 2.3.2 For each Tandem or End Office One-Way Interconnection Trunk group for delivery of traffic from Onvoy to Frontier with a utilization level of less than sixty percent (60%) for final trunk groups and eighty-five percent (85%) for high usage trunk groups, unless the Parties agree otherwise, Onvoy will promptly submit ASRs to disconnect a sufficient number of Interconnection Trunks to attain a utilization level of approximately sixty percent (60%) for all final trunk groups and eighty-five percent (85%) for all high usage trunk groups. In the event Onvoy fails to submit an ASR to disconnect One-Way Interconnection Trunks as required by this Section, Frontier may disconnect the excess Interconnection Trunks or bill (and Onvoy shall pay) for the excess Interconnection Trunks at the rates set forth in the Pricing Attachment. 2.3.3 Where the Parties use One-Way Interconnection Trunks for the delivery of traffic from Frontier to Onvoy, Frontier, at Frontier’s own expense, shall provide its own facilities for delivery of the traffic to the technically feasible Point(s) of Interconnection on Frontier’s network in a LATA.

  • Two-Way Interconnection Trunks 2.4.1 Where the Parties have agreed to use Two-Way Interconnection Trunks for the exchange of traffic between Verizon and PCS, PCS shall order from Verizon, and Verizon shall provide, the Two-Way Interconnection Trunks and the Entrance Facility, on which such Trunks will ride, and transport and multiplexing, in accordance with the rates, terms and conditions set forth in this Agreement and Verizon’s applicable Tariffs. 2.4.2 Prior to ordering any Two-Way Interconnection Trunks from Verizon, PCS shall meet with Verizon to conduct a joint planning meeting (“Joint Planning Meeting”). At that Joint Planning Meeting, each Party shall provide to the other Party originating Centium Call Second (Hundred Call Second) information, and the Parties shall mutually agree on the appropriate initial number of Two-Way End Office and Tandem Interconnection Trunks and the interface specifications at the Point of Interconnection (POI). Where the Parties have agreed to convert existing One-Way Interconnection Trunks to Two-Way Interconnection Trunks, at the Joint Planning Meeting, the Parties shall also mutually agree on the conversion process and project intervals for conversion of such One-Way Interconnection Trunks to Two-Way Interconnection Trunks. 2.4.3 Two-Way Interconnection Trunks shall be from a Verizon End Office or Tandem to a mutually agreed upon POI. 2.4.4 On a semi-annual basis, PCS shall submit a good faith forecast to Verizon of the number of End Office and Tandem Two-Way Interconnection Trunks that PCS anticipates Verizon will need to provide during the ensuing two (2) year period to carry traffic from PCS to Verizon and from Verizon to PCS. PCS’s trunk forecasts shall conform to the Verizon CLEC trunk forecasting guidelines as in effect at that time. 2.4.5 The Parties shall meet (telephonically or in person) from time to time, as needed, to review data on End Office and Tandem Two-Way Interconnection Trunks to determine the need for new trunk groups and to plan any necessary changes in the number of Two-Way Interconnection Trunks. 2.4.6 Two-Way Interconnection Trunks shall have SS7 Common Channel Signaling. The Parties agree to utilize B8ZS and Extended Super Frame (ESF) DS1 facilities, where available. 2.4.7 With respect to End Office Two-Way Interconnection Trunks, both Parties shall use an economic Centium Call Second (Hundred Call Second) equal to five (5). 2.4.8 Two-Way Interconnection Trunk groups that connect to a Verizon access Tandem shall be engineered using a design blocking objective of Xxxx-Xxxxxxxxx B.005 during the average time consistent busy hour. Two-Way Interconnection Trunk groups that connect to a Verizon local Tandem shall be engineered using a design blocking objective of Xxxx-Xxxxxxxxx B.01 during the average time consistent busy hour. Verizon and PCS shall engineer Two-Way Interconnection Trunks using BOC Notes on the LEC Networks SR-TSV-002275. 2.4.9 The performance standard for final Two-Way Interconnection Trunk groups shall be that no such Interconnection Trunk group will exceed its design blocking objective (B.005 or B.01, as applicable) for three

  • Generating Facility The Interconnection Customer’s device for the production of electricity identified in the Interconnection Request, but shall not include the Interconnection Customer’s Interconnection Facilities.

  • Interconnection Customer’s Interconnection Facilities The Interconnection Customer shall design, procure, construct, install, own and/or control the Interconnection Customer’s Interconnection Facilities described in Appendix A at its sole expense.

  • Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102, Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103, or (2) headquartered in any of those countries.

  • Cost Responsibility for Interconnection Facilities and Distribution Upgrades 4.1 Interconnection Facilities 4.2 Distribution Upgrades

  • Interconnection Facilities Engineering Procurement and Construction Interconnection Facilities, Network Upgrades, and Distribution Upgrades shall be studied, designed, and constructed pursuant to Good Utility Practice. Such studies, design and construction shall be based on the assumed accuracy and completeness of all technical information received by the Participating TO and the CAISO from the Interconnection Customer associated with interconnecting the Large Generating Facility.

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