Program Negotiation Vehicles Sample Clauses

Program Negotiation Vehicles. (a) It is recognized that the Partnership may purchase between August 1 and December 15 in a year Vehicles of the upcoming model year manufactured by an Eligible Manufacturer whose current year Vehicles are subject to a Repurchase Agreement and from whom the Partnership has (i) a letter of undertaking stating that a Repurchase Agreement is being negotiated which, if completed, will cover that Manufacturer’s Vehicles of the upcoming model year, or (ii) a draft form of Repurchase Agreement tabled by that Manufacturer, that if signed, would cover that Manufacturer’s Vehicles of the upcoming model year. Such Vehicles are referred to herein as “Program Negotiation Vehicles”. (b) Subject to the following sentence, Program Negotiation Vehicles shall be deemed to be Partnership Program Vehicles for the purposes of section 5.2(i) hereof and the definition of “Depreciation”. If a Repurchase Agreement between the Partnership and the Eligible Manufacturer is not entered into by December 15 in the calendar year in which the Program Negotiation Vehicle is purchased by the Partnership, then thereafter for all purposes hereof such Vehicle will be a Partnership Non-program Vehicle. (c) Notwithstanding section 3.2(c), when and to the extent the General Partner makes a Capital Call for the purpose of funding the purchase of Program Negotiation Vehicles, for every $1.00 called from the Limited Partner the General Partner must make, simultaneously with the payment from the Limited Partner, an Additional Capital Contribution by way of immediately available funds deposited to the Vehicle Account of $0.108033, so that, by way of example, if a Capital Call were made on the Limited Partner in the amount of $3,000,000 and were entirely for the purpose of funding the purchase of Program Negotiation Vehicles, the General Partner would be required to contribute $324,099 to the Partnership. (d) If a Repurchase Agreement is entered into on or before December 15 covering Partnership Vehicles that prior thereto had been Program Negotiation Vehicles, then thereafter all such Vehicles will be for all purposes hereof Partnership Program Vehicles and the General Partner shall be entitled to a distribution from the Partnership by way of return of capital of the amount, without interest, by which its Additional Capital Contribution in respect of the Program Negotiation Vehicles was greater than it would have been had such Vehicles been Partnership Program Vehicles when purchased (the “PNV Excess...
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Program Negotiation Vehicles. The General Partners shall deliver a signed copy of any letter of undertaking referred to in subsection 5.4(a) of the LP Agreement to each Securitization Agent and the Rating Agency as soon as reasonably practicable and, in any event, prior to the Partnership purchasing Program Negotiation Vehicles from the relevant Eligible Manufacturer.

Related to Program Negotiation Vehicles

  • Program Development NWESD agrees that priority in the development of new applications services by XXXXX shall be in accordance with the expressed direction of the XXXXX Board of Directors operating under their bylaws.

  • Professional Development Program (a) The parties agree to continue a Professional Development Program for the maintenance and development of the faculty members' professional competence and effectiveness. It is agreed that maintenance of currency of subject knowledge, the improvement of performance of faculty duties, and the maintenance and improvement of professional competence, including instructional skills, are the primary professional development activities of faculty members. (b) Information collected as part of this program shall be the sole property of the faculty member. This information or any judgments arising from this program shall not be used to determine non-renewal or termination of a faculty member's contract, suspension or dismissal of a faculty member, denial of advancement on the salary scale, nor affect any other administrative decisions pertaining to the promotion or employment status of the faculty member. (c) A joint advisory committee consisting of three regular faculty members who shall be elected by and are P.D. Committee Chairpersons and three administrators shall make recommendations for the operation, financing and management of the Professional Development Program.

  • Program Manager Owner may designate a Program Manager to administer the Project and this Contract. In lieu of a Program Manager, Design Professional may be designated to perform the role of Program Manager. The Program Manager may also be designated as the Owner’s Representative, and if no Owner’s Representative is designated, the Program Manager shall be the Owner’s Representative.

  • Program Management 1.1.01 Implement and operate an Immunization Program as a Responsible Entity 1.1.02 Identify at least one individual to act as the program contact in the following areas: 1. Immunization Program Manager;

  • Agreement with Respect to Leased Data Processing Equipment (a) The Receiver hereby grants to the Assuming Bank an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to accept an assignment from the Receiver of any or all Data Processing Leases to the extent that such Data Processing Leases can be assigned. (b) The Assuming Bank shall (i) give written notice to the Receiver within the option period specified in Section 4.7(a) of its intent to accept or decline an assignment or sublease of any or all Data Processing Leases and promptly accept an assignment or sublease of such Data Processing Leases, and (ii) give written notice to the appropriate lessor(s) that it has accepted an assignment or sublease of any such Data Processing Leases. (c) The Receiver agrees to facilitate the assignment or sublease of Data Processing Leases or the negotiation of new leases or license agreements by the Assuming Bank; provided, that neither the Receiver nor the Corporation shall be obligated to engage in litigation or make payments to the Assuming Bank or to any third party in connection with facilitating any such assumption, assignment, sublease or negotiation. (d) The Assuming Bank agrees, during its period of use of any property subject to a Data Processing Lease, to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of the applicable Data Processing Leases entered into by the Failed Bank, including without limitation the timely payment of all rent, taxes, fees, charges, utilities, insurance and assessments. (e) The Assuming Bank shall, not later than fifty (50) days after giving the notice provided in Section 4.7(b), (i) relinquish and release to the Receiver all property subject to the relevant Data Processing Lease, in the same condition as at Bank Closing, normal wear and tear excepted, or (ii) accept an assignment or a sublease thereof or negotiate a new lease or license agreement under this Section 4.7.

  • Your Billing Rights: Keep this Document for Future Use This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

  • Program Monitoring The Contractor will make all records and documents required under this Agreement as outlined here, in OEC Policies and NHECC Policies available to the SRO or its designee, the SR Fiscal Officer or their designee and the OEC. Scheduled monitoring visits will take place twice a year. The SRO and OEC reserve the right to make unannounced visits.

  • STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

  • Compliance Program of the Sub-Adviser The Sub-Adviser hereby represents and warrants that: (a) in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and (b) to the extent that the Sub-Adviser’s activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 0000 Xxx) by the Funds and the Sub-Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).

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