Specific Assumptions Sample Clauses

Specific Assumptions a. Pending TSA length, Acquiror’s decision will affect the number of SSL certificates for secure web sites renewed as necessary. ALICO HO will be provided a list of all SSL Certificates with expiration dates to determine which would require renewal within the TSA period. b. Currently there are 29 ALICO HO Neoteris users. Services and costs associated with this are not included in Schedule. Users will be migrated off the solution as it is not being offered as a service. c. Radius user provisioning is only supported in conjunction with users migrating to the ATT Legacy VPN solution (from both Neoteris and ATT VPN). The ATT Legacy VPN solution allows for limited access versus unrestricted access.
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Specific Assumptions. 1. It is assumed that there are no material changes in the relevant existing laws, regulations and policies, and macroeconomic conditions of the PRC as well as in the local political, economic and social environment of such places where the parties to the transaction are operating; there are no material adverse impact caused by other unpredictable and force majeure factors. 2. It is assumed the enterprise will continue to operate as a going concern in light of the actual condition of the assets as at the Benchmark Date. 3. It is assumed that the persons operating the company is accountable, and the management is capable of performing their duties. 4. Unless otherwise stated, it is assumed the company has fully complied with all relevant laws and regulations. 5. It is assumed the accounting policies to be adopted by the company in the future are basically consistent with the accounting policies adopted when the report is prepared in respect of key aspects. 6. It is assumed that, based on the existing management practice and level of the company, the business scope and practice of the company will remain consistent with the current directions. 7. There are no substantial changes in relation to interest rate, exchange rate, tax base, tax rate and policy-based levies. 8. There are no major adverse effects on the enterprise caused by other force majeure factors beyond the control of human and unpredictable factors. 9. It is assumed there will be a balanced cash flow for the predicted years.
Specific Assumptions. 1. There are no significant changes in the macro-economic conditions of the PRC and no material adverse impact in the economic and social environment in the PRC. 2. There are no material adverse impact in the social economic environment, the tax laws and tax rates applicable to Capital Environmental Sanitation. 3. The future operation and management team of Capital Environmental Sanitation remains unchanged and continues to maintain its operation and management model. 4. The valuation is solely based on the operational ability as at the valuation date without considering situations such as operation and management mode, operation strategies, additional investment which will expand and strengthen the operational ability, or the likely changes which may happen to the production operation. 5. It is assumed in the valuation that the fixed assets included in the scope of valuation will be recovered on a reimbursable basis at the end of the forecast period. In other words, the recovery amount will be recognized at the end of the forecast period based on its book amortized value. 6. It is assumed that the necessary documents and financial information provided by the appointer and the enterprise being valued are true, correct and complete. 7. The scope of valuation only takes into account the valuation form provided by the appointer and the enterprise being valued, and does not take into account any other assets or liabilities which exist or may exist other than as provided in the checklist. 8. It is assumed that all indexes taken for the valuation do not consider the impact of inflation. 9. It is assumed that the rental payment for the office rented by Capital Environmental Sanitation is not due and unpaid, and the rent to be paid by Capital Environmental Sanitation is charged on market rate. 10. It is assumed that the estimated number of staff, management team and outsourced workers for the projects remain unchanged and does not have any increase or reduction. 11. It is assumed that all project contracts of Capital Environmental Sanitation which are due to expire will be renewed on the same terms, or projects of the same size will be obtained by Capital Environmental Sanitation. As the valuation of assets of Capital Environmental Sanitation is based on discounted cash flow method of income approach, it constitutes a profit forecast under Rule 14.61 of the Listing Rules and hence the requirements of Rule 14.60A of the Listing Rules apply. The Company will publish...

Related to Specific Assumptions

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Loan Assumption Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

  • Non-Assumption of Liabilities Neither Party shall be liable for the prior, existing or future obligations, liabilities or debts of the other Party.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Testing and Acceptance Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

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