Test Provisions
Test Provisions Sample Clauses
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Contest Provisions Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).
Payment Provisions Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.
Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan.
REFERENCED CONTRACT PROVISIONS Term provision and Amount Not To Exceed provision, of the Contract are deleted in their entirety and replaced with the following: “Term: July 1, 2019 through September 30, 2024 Period One means the period from July 1, 2019 through June 30, 2020 Period Two means the period from July 1, 2020 through June 30, 2021 Period Three means the period from July 1, 2021 through June 30, 2022 Period Four means the period from July 1, 2022 through June 30, 2023 Period Five means the period from July 1, 2023 through June 30, 2024 Period One Amount Not To Exceed: $360,964 Period Two Amount Not To Exceed: $373,598 Period Three Amount Not To Exceed: $386,674 Period Four Amount Not To Exceed: $450,000 Period Five Amount Not To Exceed: $450,000 Period Six Amount Not To Exceed: $110,469 TOTAL AMOUNT NOT TO EXCEED: $2,131,704” Period Six means the period from July 1, 2024 through September 30, 2024 Amount Not To Exceed:
Buyout Provisions The Committee may at any time (i) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (ii) authorize a Participant to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.
Contract Provisions The Recipient will ensure that all Contracts are consistent with and incorporate the relevant provisions of the Agreement, including its insurance provisions. More specifically, but without limiting the generality of the foregoing, the Recipient agrees to include provisions in all Contracts to ensure: (a) that proper and accurate accounts and records are kept and maintained as described in the Agreement including, but not limited to, in paragraph A.7.3(a); (b) that all applicable Requirements of Law including, without limitation, labour and human rights legislation, are complied with; and (c) that the Contract secures the respective rights of the Province and Canada, and any authorized representative or independent auditor identified by the Province or Canada, and the Auditor General of Ontario and the Auditor General of Canada to: (i) inspect and audit the terms of any Contract, record or account in respect of the Project; and (ii) have free and timely access to the Project sites and facilities, and any records, documentation or information, as contemplated pursuant to section A.7.5 (Inspection and Removal).
Guaranty Provisions (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender to the Borrower pursuant to the Master Loan Agreement, including any existing or future Supplements thereto, or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below), completely and immediately guarantees the prompt payment of, when due, whether by acceleration or otherwise, and the prompt payment and performance of the Obligations; (b) Guarantor further agrees to pay to the Lender, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in attempting to cause the Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any Loan Document to which Guarantor is a party; (c) Guarantor expressly guarantees any sum or sums which become due and owing to the Lender as a result of any order of a bankruptcy court which requires the Lender to turn over moneys paid by the Borrower, Guarantor or any other person to the Lender on account of the Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower or any other guarantor of the Borrower with the Lender; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the Lender’s rights or remedies against the Borrower or any other person, including any other guarantor; (iii) the release of the Borrower or any other person, including any other person guaranteeing any portion of the Obligations; (iv) the renewal, extension or modification of the terms of any of the Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrower or any other guarantor or person, nor against any security or lien available to the Lender, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, the Lender shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to the Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender upon acceleration or maturity of the Obligations or any other Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender may have or any right or remedy hereinafter granted which the Lender may have as to any security. Guarantor expressly waives any right to require any action on the part of the Lender to proceed to collect amounts due under the Master Loan Agreement or any other Loan Documents. (h) Guarantor hereby subordinates any and all indebtedness of the Borrower now or hereafter owed to Guarantor to all obligations of the Borrower to the Lender, and agrees with the Lender that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the Borrower, shall not claim any offset or other reduction of Guarantor’s liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Obligations; provided, however, that, if the Lender so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Lender and be paid over to the Lender on account of the Obligations of the Borrower to the Lender, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes the Lender, without notice to Guarantor, to apply all payments and credits received from the Borrower or from any guarantor or realized from any security in such manner and in such priority as the Lender in its sole judgment shall see fit to the Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the Lender, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, or other security for any of the Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the Lender’s right to enforce such satisfaction. All of the Lender’s rights and remedies shall be cumulative and any failure of the Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the Obligations are incurred until this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), if at any time, in the opinion of the directors or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits; and (l) Until the Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Lender’s rights or remedies or participate in any security now or hereafter held by the Lender, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , or any other person having any manner of liability for the Borrower’s obligations to the Lender, whether or not arising hereunder, by agreement, at law or in equity.
Callout Provisions An employee who is called back to work outside her regular working hours shall be compensated for a minimum of three (3) hours at the applicable overtime rates. She shall be compensated from the time she leaves her home to report for duty until the time she arrives back upon proceeding directly to and from work.
Attachment B, Payment Provisions The payment provisions are amended as follows:
Subcontract Provisions SUBRECIPIENT will include the provisions of Paragraphs X. A- Civil Rights, and X. B-Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its own subrecipients or subcontractors.
