Third Tier Sample Clauses

Third Tier. If the position is not filled through the second tier, the position goes to the most senior LEAO member within the series.
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Third Tier. Agilent shall provide third tier service support for LipoScience customers for the Vantera Analyzer as a result of a LipoScience field escalation events. Agilent will provide such support to LipoScience support personnel at LipoScience customer sites. LipoScience agrees to use commercially reasonable efforts to address customer support issues prior to requesting assistance from Agilent. Agilent will use commercially reasonable efforts to respond to requests for third tier service support within [ * * * ] during regular business hours Pacific Standard Time in the United States of receiving a Third Tier request from LipoScience to Agilent as part of a LipoScience field escalation event. Third tier support shall be provided at no cost during the warranty period and billed to LipoScience at Agilent’s standard then-current rates after such warranty period. A minimum eight hours will be charged on any call for third-tier support.
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Third Tier. Under the third tier, the Plan Administrator will allocate any Nonelective Contribution remaining after the first two tiers of allocation in the same ratio that each Nonhighly Compensated Employee Participant's Compensation bears to the total of all Nonhighly Compensated Employee Participant's Compensation. [Note: The Plan Administrator may not proceed to the next tier unless the Plan Administrator has allocated the specified maximum percentage under the preceding tier.]
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Third Tier. The Master REMIC (the "Tier Three REMIC") shall be created with the following uncertificated interests: Corresponding Class Initial Balance Interest Rate Class A-1 $300,034,000.00 (1) A-1 A-2 (2) (2) A-2 R-3 $ 0 (3) (1) A rate equal to the least of (a) the London interbank offered rate for one-month U.S. dollar deposits plus a Pass-Through Margin of 0.31% and (b) the (i) the product of (x) two and (y) a fraction, the numerator of which is the product of the Adjusted Weighted Average Net Rate and the principal balance of the Class T2-3 Interest immediately prior to such Distribution Date and the denominator of which is the sum of the principal balances of the Class T2-2 and Class T2-3 Interests immediately prior to such Distribution Date and (c) the product of (x) two and (y) the Adjusted Weighted Average Net Rate for such Distribution Date. (2) The Class A-2 Interest will have a notional balance equal to the notional balance of the Class T2-4 Interest and shall be entitled to 100% of the amounts due on the Class T2-4
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Third Tier. 2 yr. Treasury Note Yield + 6.02 - 7.01 ...
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Third Tier. If the Unions still have not provided the Employers in the attainment of a sufficient number of qualified workers who are residents living in the First Tier or Second Tier, the Unions will then exert their best efforts to recruit and identify for referral qualified workers residing within the Fresno, Madera, Kings and Tulare Counties.
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Third Tier. Diamond 9.1. This Tier is applicable to members who have earned 26,250 plus points during a period of two calendar years. 9.2. Members will automatically earn 1 Premier Point for every (One Rand) R1 spent on their total nett room account. This applies for charges relating to accommodation (if booked on a qualifying rate code), as well as food and beverage and sundries when charged to the room account. This excludes and is accordingly not applicable for walk-ins at Restaurants. 9.3. Members are afforded a 10% discount on the Best Available Rate for nights booked through Central Reservations, directly at the hotel or via the website xxx.xxxxxxxxxxxxx.xx.xx.
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Third Tier generally includes formulary high cost non-preferred generic prescription drugs and preferred brand name prescription drugs, which require a higher copayment. Fourth Tier: generally includes other formulary generic and non-preferred brand name drugs that require a higher copayment than the Third Tier. Fifth Tier: generally includes formulary Specialty Prescription Drugs, which require the highest copayment. Our formulary lists generic, preferred brand name, and non-preferred brand name prescription drugs and Specialty Prescription Drugs covered under this agreement. To obtain a copy of the most current formulary listing, visit our Web site at XXXXXX.xxx. or you may call our Customer Service Department at (000) 000-0000 or 0-000-000-0000. See the Summary of Pharmacy Benefits for benefit limits and the amount you pay. Maintenance and non-maintenance generic, preferred brand name, or non-preferred brand name prescription drugs and diabetic equipment and supplies may be bought from an in-network mail order pharmacy. The prescription is limited to the benefit limit and the amount that you pay shown in the Summary of Pharmacy Benefits. For mail order instructions, please call our Customer Service Department. The following diabetic equipment and supplies can be bought at an in-network pharmacy:  Glucometers;  Test Strips;  Lancet and Lancet Devices; and  Miscellaneous Supplies (including calibration fluid). See the Summary of Pharmacy Benefits for benefit limits and the amount that you pay. When you buy covered prescription drugs and diabetic equipment and supplies from an in-network pharmacy, you will be responsible for the copayment and prescription drug deductible (if any) shown in the Summary of Pharmacy Benefits at the time you buy the prescription drugs and diabetic equipment and supplies. Coverage is based on our pharmacy allowance. This agreement does NOT cover generic, preferred brand name, and non-preferred brand name prescription drugs or diabetic equipment and supplies when bought at out-of-network pharmacies. If you buy generic, preferred brand name, and non- preferred brand name prescription drugs or diabetic equipment and supplies from out-of-network pharmacies, you will be responsible to pay the charge for the prescription drug or diabetic equipment and supplies at the time the prescription is filled. If you buy Specialty Prescription Drugs from a retail in-network pharmacy, you will be responsible to pay the charge for the Specialty Prescript...
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Related to Third Tier

  • Purchased Assets On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause its Subsidiaries to, sell, assign, transfer, convey and deliver to Purchaser (or a Subsidiary or Subsidiaries of Purchaser identified to Seller in writing at least three (3) business days before the Closing), and Purchaser shall (or shall cause its applicable Subsidiaries to) purchase and acquire from Seller and its Subsidiaries all of Seller’s and/or its Subsidiaries’ right, title and interest as of the Closing in the following (collectively, the “Purchased Assets”), free and clear of all Liens, other than Permitted Liens: (a) (i) each Business License Contract and (ii) each Contract with customers (including support and services Contracts), partners, distributors or resellers of the Business (other than, for the avoidance of doubt, (x) Contracts solely between Seller and its Subsidiaries or solely between Subsidiaries of Seller and (y) leases of real property) (collectively, (i) and (ii), together with the Contracts designated as Purchased Assets pursuant to Section 2.4(l), such Contracts or portions (to the extent related to the Business) of Contracts, the “Business Contracts”); provided that and for the avoidance of doubt, Business Contracts shall not include any Contract in respect of hosting services provided to the Business; (b) the Transferred Leases; (c) the Transferred Intellectual Property Rights, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Intellectual Property Rights, and the goodwill of the Business appurtenant to such Transferred Intellectual Property Rights; (d) the Transferred Technology, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Technology and the goodwill of the Business appurtenant to such Transferred Technology; provided that Seller shall be permitted to keep copies of any Transferred Technology to the extent it constitutes Shared Transferred Technology subject to the terms and conditions of the Intellectual Property License Agreement; (e) any and all Permits primarily related to the Business (collectively, the “Transferred Permits”); (f) any and all claims, causes of action, defenses and rights of offset or counterclaims (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or related to the Business, the Purchased Assets or the Assumed Liabilities and the right to retain all proceeds and monies therefrom, other than any Retained Claims; (g) any and all rights under Contracts between Seller or one of its Subsidiaries and any Transferred Business Employee to the extent they restrict the Transferred Business Employee from competing with, or soliciting employees, customers, clients, vendors, and other Persons engaged in a business relationship with, the Business; (h) true and complete copies of the Business Books and Records; provided that Seller shall be permitted to keep copies of such Business Books and Records to the extent relating to the Retained Business or the Retained Liabilities, or otherwise to the extent reasonably necessary, and only for so long as required, for Seller’s financial reporting purposes; (i) any and all raw materials, works-in-process, finished goods, supplies and other inventories, including two-factor authentication tokens, to the extent related to, used in or held for use in the Business; (j) all rights under letters of credit, performance bonds, negotiable instruments and other credit support instruments to the extent third parties provide credit support for any Business Contract or any other Purchased Assets pursuant to the foregoing (collectively, the “Transferred Financial Instruments”); (k) any and all prepaid assets and deposits to the extent made or paid in respect of any Purchased Assets described in Section 2.4(i) or any tangible assets (including Tangible Personal Property and Information Technology) that become Purchased Assets pursuant to Section 2.4(l) (the “Transferred Prepaid Assets”); (l) all other assets, Contracts or rights of any kind (including Tangible Personal Property and Information Technology, but excluding owned or leased real property, permits, Intellectual Property Rights (other than any Contracts) and Minority Investments), wherever located, whether personal, or mixed, tangible or intangible, that are owned by Seller or any of its Subsidiaries or to which Seller or any of its Subsidiaries is a party or has a license or other right with respect thereto, and in each case, that are primarily related to or primarily used or held for use in the Business and are not listed on Section 2.5(o) of the Seller Disclosure Letter, and that have been designated as a “Purchased Asset” by Purchaser in writing in its sole discretion prior to the Asset Selection Cut-Off Time; and (m) any and all assets set forth on Section 2.4(m) of the Seller Disclosure Letter.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Transferred Assets (a) As of the Effective Time and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the rights, title and interest of Seller in the following assets associated with the Transferred Banking Center and identified in this Agreement and the Exhibits hereto and not otherwise excluded from sale pursuant to the provisions of Section 1.1(b) (collectively, the “Transferred Assets”): (1) all leases under which land and/or the building used as the Transferred Banking Center (the “Leased Property”) were leased by the Failed Bank and are leased by the Receiver and for which the Seller has an option to assume under the FDIC Agreement (the “Banking Center Lease”) listed on Exhibit 1.1(a)(1), unless Purchaser elects not to assume the Banking Center Lease (as defined below) pursuant to Section 1.10; (2) except as provided in Section 1.1(b), all furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at the Transferred Banking Center and used in conducting Seller’s business at the Transferred Banking Center (the “Personal Property,” and together with the Leased Property and the Banking Center Lease, the “Property”); (3) all personal property leases affecting the Transferred Banking Center, including all equipment leases for equipment located at the Transferred Banking Center, but excluding personal property leases for data processing equipment and software (subject to the exclusion, the “Equipment Leases”) all as set forth on Exhibit 1.1(a)(3); (4) those operating contracts under which goods or services are provided at the Transferred Banking Center, but excluding (i) all contracts that do not apply solely to the Transferred Banking Center but also apply to operations of Seller that are not the Transferred Banking Center, and (ii) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Assignable Contracts”) all as set forth on Exhibit 1.1(a)(4); (5) the automated teller machine located at the Transferred Banking Center; (6) all coins and currency located at the Transferred Banking Center as of the Effective Time (the “Coins and Currency”); and (7) all outstanding balances and accrued interest of the overdraft lines of credit associated with the Deposit Liabilities and set forth on Exhibit 1.1(a)(5) (the “Overdraft Lines of Credit”), provided that such Overdraft Lines of Credit are not (A) in excess of $5,000 individually or $100,000 in the aggregate or (B) outstanding for thirty (30) days or more. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are Seller’s rights in and to any refund for any Taxes and, except as specifically provided in Article III, any of Seller’s or its affiliates’ corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, software, trademarks or trade names, trade names and logos of third parties with whom Seller has contracted to provide services to its customers and any other assets of Seller or related to the Failed Bank not set forth in Section 1.1(a) (collectively, the “Excluded Assets”). Purchaser understands and agrees that it is purchasing only the assets specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in or right to any other business conducted by Seller at the Transferred Banking Center. (c) THE CONVEYANCE OF ALL THE TRANSFERRED ASSETS, INCLUDING PERSONAL PROPERTY INTERESTS, PURCHASED BY PURCHASER UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY SELLER’S XXXX OF SALE, “AS IS,” “WHERE IS,” WITHOUT RECOURSE AND, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTABILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

  • Payment of Receivables Purchase Price In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in Section 2.1, on the Closing Date the Purchaser shall have paid to the Seller the Receivables Purchase Price.

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. All invoices are to be rendered by the Contractor on the vendor's standard billhead and forwarded directly to the institution or agency ordering materials and shall specify the address to which payments will be sent.

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Conveyance of Subsequent Receivables (a) If there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration of the Issuing Entity’s delivery on the related Subsequent Transfer Date, if any, to or upon the order of the Depositor of the amount described in Section 5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale, the Depositor does hereby agree to sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (except as provided in Section 3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”), all right, title and interest of the Depositor in, to and under: (i) the Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which are identified in World Omni’s computer files by a code indicating such Subsequent Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the related Subsequent Cutoff Date; (ii) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Subsequent Receivables and any other interest of the Depositor in the Financed Vehicles; (iii) any proceeds with respect to the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured a Subsequent Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (v) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (vi) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (i) through (vi) shall not include the Notes and Certificates. It is the intention of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute a security agreement under applicable law. (b) If there is a Funding Period, the Depositor shall transfer to the Issuing Entity Subsequent Receivables and the other property and rights related thereto described in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related Subsequent Transfer Date: (i) the Funding Period shall not have terminated; (ii) each of the representations and warranties made by the Depositor pursuant to Section 3.01 with respect to such Subsequent Receivables shall be true and correct as of the related Subsequent Transfer Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to such Subsequent Transfer Date; (iii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall be deemed to supplement the existing Schedule of Receivables in effect at such time); (iv) the applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date shall have been deposited in the Reserve Account pursuant to Section 5.01(d); (v) the Depositor shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables conveyed on such date have been sold to the Issuing Entity pursuant to this Agreement and the related Subsequent Transfer SSA Assignment; (vi) the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuing Entity in the Owner Trust Estate and the first priority perfected security interest of the Indenture Trustee in the Collateral; (vii) the Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the weighted average Annual Percentage Rate of the Receivables in the Trust shall not be less than [RESERVED]%, (B) not less than [RESERVED]% of the Aggregate Starting Principal Balance of the Receivables shall represent financings of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term in excess of [RESERVED] months, (D) the weighted average original term to maturity of the Receivables in the Trust shall not be greater than [RESERVED] months, (E) not less than [RESERVED]% of Aggregate Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles, (F) the weighted average FICO score of the Receivables in the Trust shall not be less than [RESERVED] and (G) such other criteria as may be required by the Rating Agencies; (viii) the Depositor shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’ Certificate confirming the satisfaction of the conditions specified in this Section 2.03(b); and (ix) the Depositor shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion of Counsel with respect to the transfer of such Subsequent Receivables substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date. (c) If there is a Funding Period, the Depositor covenants to transfer to the Issuing Entity pursuant to Section 2.03(a) before the termination of the Funding Period Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables Purchase Agreement.

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