Tax-Exempt and Public Charity Status Sample Clauses

Tax-Exempt and Public Charity Status. To the Knowledge of GH, each tax- exempt GH Entity is in material compliance with all provisions of the Code pertaining to the maintenance of such Entity’s status as an organization, as the case may be, that is tax-exempt pursuant to Section 501(c)(4) of the Code, or described in Section 501(c)(3) of the Code and as a public charity and not a “private foundation” within the meaning of Section 509(a) of the Code, and the IRS has not (a) taken, or to the Knowledge of GH, proposed to take, any action to revoke the tax-exempt status of any GH Entity that has tax-exempt status, (b) notified any tax-exempt GH Entity of any inquiry or jeopardy concerning such Entity’s tax-exempt status, or (c) to the Knowledge of GH, determined in writing or, proposed to announce, that any tax-exempt GH Entity is a “private foundation” within the meaning of Section 509(a) of the Code. To the Knowledge of GH, there has been no material change in the organization or operation of any GH Entity that would reasonably be likely to result in a loss by any tax-exempt GH Entity of its status as an organization, as the case may be, that is tax-exempt pursuant to Section 501(c)(4) of the Code, or described in Section 501(c)(3) of the Code or as a public charity and not a “private foundation” within the meaning of Section 509(a) of the Code. Except as set forth in Section 7.24 of the GH Disclosure Schedules, to the Knowledge of GH, since the time of the determination by the IRS that each tax-exempt GH Entity is an organization, as the case may be, that is tax-exempt pursuant to Section 501(c)(4) of the Code, or described in Section 501(c)(3) of the Code and is a public charity and not a “private foundation” within the meaning of Section 509(a) of the Code, no event or condition has occurred which could reasonably be expected to jeopardize the status of such GH Entity as an organization, as the case may be, that is tax-exempt pursuant to Section 501(c)(4) of the Code, or described in Section 501(c)(3) of the Code or as a public charity and not a “private foundation” within the meaning of Section 509(a) of the Code, or expose such GH Entity to material unpaid unrelated business income tax or material excise tax.
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Related to Tax-Exempt and Public Charity Status

  • Dimensions Education Bachelor’s or Master’s Degree in Computer Science, Information Systems, or other related field. Or equivalent work experience. Experience: A minimum of 7 years of experience with large and complex database management systems.

  • Data Protection All personal data contained in the agreement shall be processed in accordance with Regulation (EC) No 45/2001 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data by the EU institutions and bodies and on the free movement of such data. Such data shall be processed solely in connection with the implementation and follow-up of the agreement by the sending institution, the National Agency and the European Commission, without prejudice to the possibility of passing the data to the bodies responsible for inspection and audit in accordance with EU legislation (Court of Auditors or European Antifraud Office (XXXX)). The participant may, on written request, gain access to his personal data and correct any information that is inaccurate or incomplete. He/she should address any questions regarding the processing of his/her personal data to the sending institution and/or the National Agency. The participant may lodge a complaint against the processing of his personal data with the [national supervising body for data protection] with regard to the use of these data by the sending institution, the National Agency, or to the European Data Protection Supervisor with regard to the use of the data by the European Commission.

  • Definitions and Interpretation 1.1 In this Agreement:

  • General Provisions In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:

  • Disclosure Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

  • Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.

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  • Exclusions The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.

  • Confidential Information The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

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