Leakage 8.1 Each Seller severally undertakes to the Purchaser that:
(a) as at the date of this Agreement, since the Locked Box Date, there has not been any Leakage to or for the benefit of it or its Related Persons and that none will occur from (and including) the date of this Agreement up to (and including) Completion; and
(b) other than agreements or arrangements in respect of Permitted Leakage, no arrangement or agreement that has or will result in Leakage to or for the benefit of it or its Related Persons being incurred at any time after (and including) the Locked Box Date has at any time been made or entered into and no such arrangement or agreement shall be entered into from the date of this Agreement until (and including) Completion.
8.2 If any breach of clause 8.1 occurs, provided that the Purchaser has notified each Relevant Seller in writing of its obligation to make such payment within eight months of the Completion Date, providing reasonably sufficient evidence as to the quantum of such Leakage, each Relevant Seller shall, on five Business Days’ notice by the Purchaser, pay to the Purchaser (or, at the Purchaser’s election, any Group Company) an amount (on a pound for pound basis) in cash equal to the amount of any Leakage received by or for the benefit of such Relevant Seller or any of its Related Persons plus an incremental amount calculated at a rate of 5.00% per annum from (and including) the date on which such Leakage occurred to (but excluding) the date the amount is received by the Purchaser together with any other costs and expenses (including Tax) reasonably incurred by the Purchaser or any member of the Purchaser’s Group in connection with the investigation and recovery of such amount. Once such payment has been made pursuant to this clause 8.2, the Relevant Seller shall have no further liability under this Agreement with respect to the acts or omissions giving rise to such Leakage, including, in particular, any liability under clause 8.1(a) or 8.1(b).
8.3 Each Seller undertakes to notify the Purchaser in writing as soon as practicable after becoming aware of any breach of clause 8.1.
8.4 If any Seller is required to make a deduction or withholding for or on account of Tax on a payment made under clause 8.2 above or if a payment received in accordance with clause 8.2 above is subject to Tax in the hands of the Purchaser, each Relevant Seller shall pay such additional amount as will leave the Purchaser with the same amount as it would have received had the payment not been subject to any such Tax. To the extent that any such additional amount results in the Purchaser obtaining a relief, the Purchaser shall pay to each Relevant Seller, within five Business Days of obtaining the benefit of the relief, an amount (to be determined by the Purchaser acting reasonably) equal to 75% of the lesser of the actual cash Tax saving from the utilisation of such relief obtained and the additional amount.
Prior Disaster Relief Contract Violation Under Sections 2155.006 and 2261.053 of the Texas Government Code (relating to convictions and penalties regarding Hurricane Xxxx, Hurricane Xxxxxxx, and other disasters), the Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.
Repeat Violations Xxxxxxx agrees to comply with all regulatory requirements and acknowledges that repeat violations could result in increased penalties in the future.
Smoke Free Environment The Lessor shall make all parts of the leased premise smoke-free. "
Preventive Care and Early Detection Services This plan covers, early detection services, preventive care services, and immunizations or vaccinations in accordance with state and federal law, including the Affordable Care Act (ACA), as set forth below and in accordance with the guidelines of the following resources: • services that have an A or B rating in the current recommendations of the U.S. Preventative Services Task Force (USPSTF); • immunizations recommended by the Advisory Committee on Immunization Practices of the Centers for Disease Control and Prevention; • preventive care and screenings for infants, children, and adolescents as outlined in the comprehensive guidelines supported by the Health Resources and Services Administration (HRSA); or • preventive care and screenings for women as outlined in the comprehensive guidelines as supported by HRSA. Covered early detection services, preventive care services and adult and pediatric immunizations or vaccinations are based on the most currently available guidelines and are subject to change. The amount you pay for preventive services will be different from the amount you pay for diagnostic procedures and non-preventive services. See the Summary of Medical Benefits and the Summary of Pharmacy Benefits for more information about the amount you pay. This plan covers the following preventive office visits. • Annual preventive visit - one (1) routine physical examination per plan year per • Pediatric preventive office and clinic visits from birth to 35 months - 11 visits; • Well Woman annual preventive visit - one (1) routine gynecological examination per plan year per female member.
Disruption to Payment Systems etc If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Termination Due to Force Majeure Event If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and twenty) Days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Articles 16 and 17 shall, to the extent expressly made applicable, apply.
Abnormally Low Tenders 35.1 An Abnormally Low Tender is one where the Tender price, in combination with other constituent elements of the Tender, appears unreasonably low to the extent that the Tender price raises material concerns with the Procuring Entity as to the capability of the Tenderer to perform the Contract for the offered Tender price.
35.2 In the event of identification of a potentially Abnormally Low Tender by the evaluation committee, the Procuring Entity shall seek written clarification from the Tenderer, including a detailed price analyses of its Tender price in relation to the subject matter of the contract, scope, delivery schedule, allocation of risks and responsibilities and any other requirements of the tendering document.
35.3 After evaluation of the price analysis, in the event that the Procuring Entity determines that the Tenderer has failed to demonstrate its capability to perform the contract for the offered Tender price, the Procuring Entity shall reject the Tender.
AIR OR WATER POLLUTION VIOLATION Under the State laws, the Contractor shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.
Vandalism Or Malicious Mischief This peril does not include loss to property on the "residence premises", and any ensuing loss caused by any intentional and wrongful act com- mitted in the course of the vandalism or malicious mischief, if the dwelling has been vacant for more than 60 consecutive days immediately before the loss. A dwelling being constructed is not consid- ered vacant.
