Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)
METHOD OF CALCULATION OF PROPORTIONATE SHARE WHEREVER REFERRED TO IN THE AGREEMENT Wherever in this Agreement it is stipulated that the Allottee has to make any payment, in common with other Allottee(s) in Project, the same shall be the proportion which the carpet area of the [Apartment/Plot] bears to the total carpet area of all the [Apartments/Plots] in the Project.
Use of Interconnection Facilities by Third Parties 6551 Error! Hyperlink reference not valid.9.9.1 Purpose of Interconnection Facilities. 6551
Time of the Essence in This Tenant Work Letter Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord.
Covenants in Credit Agreement In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.
No Physical Presence of Quorum and Participation by Audio or Video; Disaster Declaration The ability of the Board to meet in person with a quorum physically present at its meeting location may be affected by the Governor or the Director of the Ill. Dept. of Public Health issuing a disaster declaration related to a public health emergency. The Board President or, if the office is vacant or the President is absent or unable to perform the office’s duties, the Vice President determines that an in- person meeting or a meeting conducted under the Quorum and Participation by Audio or Video Means subhead above, is not practical or prudent because of the disaster declaration; if neither the President nor Vice President are present or able to perform this determination, the Superintendent shall serve as the duly authorized designee for purposes of making this determination. The individual who makes this determination for the Board shall put it in writing, include it on the Board’s published notice and agenda for the audio or video meeting and in the meeting minutes, and ensure that the Board meets every OMA requirement for the Board to meet by video or audio conference without the physical presence of a quorum.
Use of Basement and Service Areas The basement(s) and service areas, if any, as located within the
Use of Common Areas Tenant shall have the nonexclusive right (in common with other tenants and all others to whom Landlord has granted or may grant such rights) to use the Common Areas for the purposes intended, subject to such reasonable rules and regulations as Landlord may establish from time to time. Tenant shall abide by such rules and regulations and shall use its best effort to cause others who use the Common Areas with Tenant's express or implied permission to abide by Landlord's rules and regulations. At any time, Landlord may close any Common Areas to perform any acts in the Common Areas as, in Landlord's judgment, are desirable to improve the Project. Tenant shall not interfere with the rights of Landlord, other tenants or any other person entitled to use the Common Areas.
Use of Buildings In addition to use and control of the Church and parish buildings for the discharge of duties of the Xxxxxx’x office, as provided by canon law, the Xxxxxx shall have the right to grant use of the buildings to individuals or groups from outside the parish, following guidelines approved by both the Xxxxxx and Vestry.
Information and Observer Rights (a) As long as the Purchaser owns at least five percent (5%) of the Securities originally purchased hereunder, Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Company pursuant to the Exchange Act. As long as the Purchaser owns at least five percent (5%) of the Securities originally purchased hereunder, if Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchaser and simultaneously make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Securities under Rule 144. Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. If Company fails to remain current in its reporting obligations or to provide currently publicly available information in accordance with Rule 144(c) and such failure extends for a period of more than fifteen Trading Days (the date which such fifteen Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Purchaser may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the information failure is cured, Company shall pay to the Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to one percent (1%) of purchase price paid for the Securities held by the Purchaser at the Event Date. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an information failure (except in the case of the first Event Date). (b) As long as the Purchaser owns at least five percent (5%) of the Securities, if the Purchaser notifies Company that it wishes to attend meetings of Company’s Board of Directors, Company shall invite a designated representative of the Purchaser to attend all meetings of Company’s Board of Directors in a nonvoting observer capacity and, in this respect, and subject to the Purchaser’s having informed Company that it wishes to attend, Company shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between Company and its counsel or result in disclosure of trade secrets or a conflict of interest.