Commission Payments In consideration of the award of this Framework Agreement and the management, marketing and administration by the Authority of the overall contractual structure and associated documentation Contracted Customers will pay the Customer Commission to the Authority. The Supplier shall, unless the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directly, collect the Customer Commission from the relevant Customers and then pay such Customer Commission to the Authority. The Supplier shall invoice each Contracted Customer each Month under the terms of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authority, on or before the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, shall be paid by the Supplier to the Authority within twenty (20) Working Days of the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due at the rate and in the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Date, the Authority may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determination.
Certain State Law Requirements for Contracts The contents of this Section are required by Texas Law and are included by County regardless of content. For purposes of Sections 2252.152, 2271.002, and 2274.002, Texas Government Code, as amended, C&T hereby verifies that C&T and any parent company, wholly owned subsidiary, majority-owned subsidiary, and affiliate:
a. Unless affirmatively declared by the United States government to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization, is not identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code.
b. If employing ten (10) or more full-time employees and this Agreement has a value of
Reporting Requirements of the Commission The Trustee and the Master Servicer shall reasonably cooperate with the Depositor and its counsel to enter into such amendments or modifications to this Agreement as may be necessary to comply with the Rules and any interpretations thereof by the staff of the Commission, subject to the provisions of Section 11.03 hereof.
Commission Reports and Reports to Holders If, at any time, the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company (which fiscal year ends on December 31), audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”
Reporting Requirements of the Commission and Indemnification Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 4.02(c) and (d), 5.02, 5.03, 5.04, 6.01(j), 6.03 and 7.04 of this Agreement is to facilitate compliance by the Trustee, the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor for delivery of additional or different information as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and their respective counsel, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor for inclusion in any periodic report required to be filed under the Exchange Act, such items of information regarding this Agreement and matters related to the Servicer, (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention. For purposes of clarification, any modifications or amendments of the obligations of the Servicer under this agreement made pursuant to this Section 6.05 shall be made in writing and upon mutual agreement with the Servicer (provided that such agreement will not unreasonably withheld) and in accordance with Section 9.12 of this Agreement. The Servicer hereby agrees to indemnify and hold harmless the Depositor, the Master Servicer, their respective officers and directors and each person, if any, who controls the Depositor or Master Servicer within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Act”), or Section 20 of the Exchange Act, from and against any and all losses, claims, expenses, damages or liabilities to which the Depositor, the Master Servicer, their respective officers or directors and any such controlling person may become subject under the Act or otherwise, as and when such losses, claims, expenses, damages or liabilities are incurred, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Servicer Information or arise out of, or are based upon, the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Depositor, the Master Servicer, their respective officers and directors and any such controlling person for any legal or other expenses reasonably incurred by it or any of them in connection with investigating or defending any such loss, claim, expense, damage, liability or action, as and when incurred; provided, however, that the Servicer shall be liable only insofar as such untrue statement or alleged untrue statement or omission or alleged omission relates solely to the information in the Servicer Information furnished to the Depositor or Master Servicer by or on behalf of the Servicer specifically in connection with this Agreement.
Subsidy Requests and Reporting Requirements 1. The Grantee or Management Company shall complete a CRF Subsidy Request Report - Recap of Tenant Income Certification, which provides a unit-by-unit listing of all units in the Development for whom assistance is being requested and gives detailed information including the occupants’ eligibility, set-aside requirements, amount of household rent paid, utility allowance and amount of CRF Rental Subsidy requested.
2. The CRF Subsidy Request Report - Recap of Tenant Income Certification shall be prepared as of the last day of each calendar month during the period of performance and shall be submitted to XXXXxxxxxxxx@XxxxxxxXxxxxxx.xxx and Florida Housing’s monitoring agent no later than the 15th day of the following month. The December 2020 request will be due on or before December 15th. The Grantee will submit executed Coronavirus Relief Fund Rental Assistance Applications and supporting documentation to Florida Housing’s monitoring agent within 5 days upon the monitoring agent’s request.
Payment of Commissions Payments of selling commissions and any other fees due to the Dealer pursuant to this Agreement will be made by the Dealer Manager to the Dealer. Selling commissions and such other fees and expense reimbursements due to the Dealer pursuant to this Agreement will be paid to the Dealer within 30 days after their receipt by the Dealer Manager. The Dealer, in its sole discretion, may authorize the Dealer Manager to deposit selling commissions and any other fees or payments due to it pursuant to this Agreement directly to its bank account. If the Dealer so elects, the Dealer shall provide such deposit authorization and instructions in Schedule 2 to this Agreement.
Noteholders Lists and Reports Issuer to Furnish Trustee Names and Addresses of Noteholders................................. 52 Section 7.02. Preservation of Information; Communications to Noteholders................................... 52 Section 7.03. Reports by Issuer............................................................................ 52 Section 7.04. Reports by Trustee........................................................................... 53 ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES
Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale). Cleanup: When performing work on site at a TIPS Member’s property, Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by the TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre‐installation requirements. Registered Sex Offender Restrictions: For work to be performed at schools, Vendor agrees that no employee of Vendor or a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member’s discretion. Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety Measures: Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking: Persons working under Agreement shall adhere to the TIPS Member’s or local smoking statutes, codes, ordinances, and policies.
Payments for Consents Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.
