Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation.
Superior Proposals Notwithstanding anything to the contrary set forth in this Section 5.3, from the date hereof until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Special Committee may, directly or indirectly through one or more of their Representatives (including the Advisor), contact the Person or group of Persons making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal after the date hereof, in each case with respect to an Acquisition Proposal that did not result from any material breach of Section 5.3(a); provided, however, that prior thereto, the Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (i) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably expected to lead to a Superior Proposal, and (ii) the failure to take the actions contemplated by this Section 5.3(b) would be inconsistent with its fiduciary duties pursuant to applicable law; and provided further, however, that the Company will promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company Group that is provided to any such Person or its Representatives that was not previously made available to Parent; and provided further, however, that if any such Person or its Representatives is a competitor of the Company Group, the Company Group shall not provide any information that in the good faith determination of the Company constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.3(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on the Company from sharing such information.
Superior Proposal (a) Each party agrees and acknowledges that from and after the date hereof until the close of business on April 28, 1997, if Assignor receives a Superior Proposal, Assignor may (i) furnish any information requested by the Offering Party with respect to such Superior Proposal (other than the contents of this Agreement or any Ancillary Agreement), (ii) participate in negotiations with such Offering Party regarding such Superior Proposal or (iii) enter into one or more letters of intent, term sheets or agreements with respect to any Superior Proposals; provided, however, that if Assignor proposes to take any of the actions specified in clause (iii) hereof, Assignor shall give Assignee prior written notice setting forth Assignor's proposed actions.
(b) Not later than the close of business on May 12, 1997, Assignor shall require each Offering Party with whom it is still engaged in discussions to submit a final binding offer, subject only to acceptance by Assignor. Not later than the close of business on May 16, 1997, Assignor shall (i) determine whether any such offer constitutes a Superior Proposal, (ii) if there is more than one Superior Proposal, select which Superior Proposal Assignor intends to accept and (iii) provide written notice to Assignee setting forth all the material terms and conditions of such selected Superior Proposal ("SP Notice").
(c) After receipt of the SP Notice, Assignee shall have five (5) days to notify Assignor of its agreement to modify this Agreement and any Ancillary Agreement as necessary to acquire the Transferred Interests at the same price and under the same terms and conditions as set forth in the SP Notice ("Assignee Acceptance Notice"); provided further, however, if under the terms set forth in the SP Notice Assignor is proposing to accept property (other than cash or promissory notes), Assignee shall have the right to substitute cash in an amount equal to the value of such other property.
(d) If Assignor does not give an SP Notice to Assignee on or before May 16, 1997, or if Assignee gives an Assignee Acceptance Notice to Assignor in accordance with subsection (c) hereof, neither Assignor nor Assignee shall thereafter have any right to terminate this Agreement pursuant to Section 15(c).
Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement.
FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS T h i s p r o v i s i o n i s applicable to all Federal-aid construction contracts and to all related subcontracts. In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal- aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each Federal-aid highway project (23 CFR 635) in one or more places where it is readily available to all persons concerned with the project: 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal-aid Roads Act approved July 1, 1916, (39 Stat. 355), as amended and supplemented; Shall be fined under this title or imprisoned not more than 5 years or both."
SIGNIFICANT LANDS INVENTORY FINDING Find that this activity is consistent with the use classification designated by the Commission for the land pursuant to Public Resources Code section 6370 et seq.
Additional proposals If the Company at any time during the continuance of this Agreement desires to modify expand or otherwise vary its activities carried on pursuant to this Agreement beyond those specified in any approved proposal, it shall give notice of such desire to the Minister and within 2 months after giving such notice shall submit to the Minister detailed proposals in respect of such modifications expansions or variations and such other matters as the Minister may require. The provisions of clause 4 and 5 (including (for the avoidance of doubt) clause 5(9)) shall apply, the necessary changes being made, to proposals submitted pursuant to this clause.
Signs; Exterior Appearance Tenant shall not, without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion: (i) attach any awnings, exterior lights, decorations, balloons, flags, pennants, banners, painting or other projection to any outside wall of the Project, (ii) use any curtains, blinds, shades or screens other than Landlord’s standard window coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv) place any bottles, parcels, or other articles on the window xxxxx, (v) place any equipment, furniture or other items of personal property on any exterior balcony, or (vi) paint, affix or exhibit on any part of the Premises or the Project any signs, notices, window or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises. Interior signs on doors and the directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the sole cost and expense of Tenant, and shall be of a size, color and type acceptable to Landlord. Nothing may be placed on the exterior of corridor walls or corridor doors other than Landlord’s standard lettering. The directory tablet shall be provided exclusively for the display of the name and location of tenants.
COURSE TITLE GE COURSE TITLE CHEM 115H Intro Gen Chem: Allied H (Hon) transfers as GE CHEM 101 Chemistry and Society CHEM 116 Intro Org & Bio Chem: AH Maj transfers as GE GE Natural Sciences CHEM 150 Gen Chem I: Science Majors transfers as GE CHEM 151 General Chemistry I CHEM 150H Gen Chem I: Science Maj (Hon) transfers as GE CHEM 151 General Chemistry I CHEM 151 Gen Chem II: Science Majors transfers as CHEM 152 General Chemistry II CHEM 151H Gen Chem II: Science Maj (Hon) transfers as CHEM 152 General Chemistry II CHEM 210 Organic Chem I transfers as CHEM 251 CHEM 261 Organic Chemistry: Theory I Organic Chemistry - Lab CHEM 211 Organic Chem II transfers as CHEM 252 CHEM 262 Organic Chemistry: Theory II Organic Chemistry - Lab CHLD 113 Child & Adol Growth & Dev transfers as GE PSYC 345 Psyc of Child & Adolescent Dev CHLD 121 Human Development transfers as GE PSYC 290 Human Growth and Development CHNS 101 Elementary Chinese (First Sem) transfers as XX XXXX 101 Elementary Chinese I CHNS 102 Elementary Chinese (Second Sem transfers as XX XXXX 102 Elementary Chinese II CIS 100 Computer Applications transfers as BUSI 240 Intro to Info Sys & Busi App CIS 101 Fund Comp Info Systems transfers as BUSI 240 Intro to Info Sys & Busi App COMM 101 Public Speaking transfers as GE COMM 111 Public Communication COMM 220 Intro to Mass Communication transfers as COMM 200 Intro to Mass Communication COUN 110 Coll Success Skills transfers as GE GE 100 First-Year Seminar CS 112 Intro to Comp Science II: Java transfers as CS 125 ENGR 125 Intro to Computer Science II Intro to Computer Science II CSIT 120 Fundamentals of Computer Infor transfers as BUSI 240 Intro to Info Sys & Busi App DRAM 105 Intro to Theatre transfers as GE THTR 115 Introduction to Theater DRAM 130 Acting I transfers as THTR 113 Acting Fundamentals ECON 101 Princ of Economics: Macro transfers as GE ECON 250 Principles of Macroeconomics ECON 102 Princ of Economics: Micro transfers as ECON 251 Principles of Microeconomics ENGL 100 Composition and Reading transfers as GE WRIT 110 Writing 1 ENGL 201 Crit Think/Comp/Lit transfers as GE ENGL 111 Studies in Literature FILM 110 Film History transfers as GE CINE 285 History of Film FREN 101 Elementary French (First Sem) transfers as GE FREN 101 Elementary French I FREN 102 Elementary French (Second Sem) transfers as GE FREN 102 Elementary French II FREN 201 Intermediate French (Third Sem transfers as FREN 201 Intermediate French I FREN 202 Intermediate French (Fourth Se transfers as FREN 202 Intermediate French II GEOG 101 GEOG 101L Physical Geography Physical Geography Lab transfers as GE GE GE Natural Sciences GE Natural Sciences Laboratory GEOG 104 World Geography transfers as HIST 210 World Geography GEOL 101 GEOL 101L General Geology General Geology Lab transfers as GE PHYC 130 Earth Science XXXX 101 Intro to Aging transfers as PSYC 355 Psych of Adult Development GRMN 101 Elementary German (First Sem) transfers as GE GERM 101 Elementary German I GRMN 102 Elementary German (Second Sem) transfers as GE GERM 102 Elementary German II GRMN 201 Intermediate German (Third Sem transfers as GERM 201 Intermediate German I GRMN 202 Intermediate German transfers as GERM 202 Intermediate German II HEAL 100 Nutrition Today transfers as UNRS 120 Fund. of Human Nutrition HEAL 101 Principles of Health transfers as GE PE 240 Health Education HEAL 101L Physical Fitness transfers as GE GE Fitness for Life HIST 100 World Hist to 1500 transfers as GE HIST 120 World Civilizations to 1648 HIST 101 World History since 1500 transfers as GE HIST 121 World Civilizations Since 1648 HIST 102 World History transfers as GE HIST 121 World Civilizations Since 1648 HIST 103 Western Civilization transfers as GE HIST 120 World Civilizations to 1648 HIST 104 Western Civilization transfers as GE HIST 121 World Civilizations Since 1648 HIST 108 History of Africa transfers as GE GE Humanities: History HIST 110 United States History to 1877 transfers as GE HIST 151 US History to 1877 HIST 111 United States Hist Since 1877 transfers as GE HIST 152 US History Since 1877 HIST 116 History of the Americas transfers as GE GE Humanities: History HIST 117 History of the Americas transfers as GE GE Humanities: History HIST 145 African-American transfers as GE GE Humanities: History HIST 146 African-American transfers as GE GE Humanities: History HUMN 101 Intro to the Arts transfers as GE GE Humanities: Fine Arts HUMN 201 Humanities of the West: Pre-Hi transfers as GE GE Humanities: History HUMN 202 Humanities of the West: Renais transfers as GE GE Humanities: History HUMN 205 Women in West Art and Lit transfers as GE GE Intercultural Competence HUMN 250 American Studies transfers as GE GE Humanities: History HUMN 251 American Studies transfers as GE GE Humanities: History ITAL 101 Elementary Italian (First Sem) transfers as GE GE Foreign Language 1st Qtr ITAL 102 Elementary Italian (Second Sem transfers as GE GE Foreign Language 2nd Qtr JAPN 101 Elem Japanese (First Sem) transfers as GE JAPA 101 Elementary Japanese I JAPN 102 Elem Japanese (Second Sem) transfers as GE JAPA 102 Elementary Japanese II JAPN 201 Intermediate Japanese (Third S transfers as GE GE Foreign Language 3rd Qtr JAPN 202 Intermediate Japanese (Fourth transfers as GE GE Foreign Language 4th Qtr KINE 101L Physical Fitness transfers as GE GE Fitness for Life KINE 111 Cardio Conditioning transfers as GE GE Fitness for Life KINE 112 Cardiorespiratory Stabilizatio transfers as GE GE Fitness for Life KINE 114 Cardiorespiratory Power Traini transfers as GE GE Fitness for Life KINE 117 Basketball Competition transfers as GE GE Fitness for Life KINE 118 Basketball Techniques transfers as GE GE Fitness for Life KINE 120 Golf, Beginning transfers as PE 102 Leisure Time Prep: Golf KINE 121 Golf, Intermediate transfers as PE 102 Leisure Time Prep: Golf KINE 136 Tennis, Beginning transfers as PE 104 Leisure Time Prep: Tennis KINE 137 Tennis, Intermediate transfers as PE 104 Leisure Time Prep: Tennis KINE 142 Weight Training transfers as GE FFL 116 Fit for Life: Weight Training KINE 150 Beginning Yoga transfers as GE GE Fitness for Life KINE 154 Intermediate Yoga transfers as GE GE Fitness for Life KINE 155 Advanced Yoga transfers as GE GE Fitness for Life KINE 171 Intercollegiate Basketball M/W transfers as GE GE Fitness for Life KINE 188 Intercollegiate Soccer M/W transfers as GE GE Fitness for Life KINE 236 Tennis, Advanced transfers as GE GE Fitness for Life LIT 120 Intro to Literature transfers as GE ENGL 111 Studies in Literature LIT 250 American Lit: First Contact Th transfers as GE GE Humanities: Literature LIT 251 American Lit: Mid-1800s to transfers as GE GE Humanities: Literature LIT 260 English Lit transfers as GE ENGL 222 English Literature to 1789 LIT 261 English Lit transfers as GE ENGL 232 English Literature Since 1789 LIT 270 World Literature to 1600 transfers as GE GE Humanities: Literature LIT 271 World Literature Since 1600 transfers as GE GE Humanities: Literature MATH 103 Statistics transfers as GE MATH 130 Introduction to Statistics MATH 105 Concepts & Structures of Elem transfers as MATH 201 Math Concepts for Elem Teacher MATH 115 Calculus W/Applications transfers as MATH 151 Applied Calculus I MATH 125 College Algebra transfers as GE MATH 110 College Algebra MATH 130 Trigonometry transfers as GE GE Quantitative Literacy MATH 135 Pre-Calculus Math transfers as MATH 150 Precalculus MATH 150 Calculus & Analytic Geo I transfers as MATH 165 Calculus I MATH 155 Calculus & Analytic Xxx XX transfers as MATH 166 MATH 167 Calculus II Sequences and Series MATH 226 Discrete Math transfers as MATH 280 Discrete Mathematics and Proof MATH 260 Calculus & Analytic Geo III transfers as MATH 268 MATH 269 Multivariable Calculus Vector Calculus MATH 265 Differential Equations transfers as GE GE Quantitative Literacy MATH 270 Linear Algebra transfers as GE GE Quantitative Literacy MUS 101 Music Theory I transfers as GE MUS 121 Music Theory I MUS 102 Theory II transfers as MUS 122 Music Theory II MUS 103 Musicianship transfers as MUS 133 Practical Musicianship I MUS 104 Inter. Musicianship transfers as MUS 134 Practical Musicianship II MUS 105 Music Fundamentals transfers as GE MUS 120 Music Fundamentals MUS 115 Intro to Music History transfers as GE GE Humanities: Fine Arts MUS 116 A Survey of World Music transfers as GE MUS 201 Introduction to World Music MUS 117 Music Appreciation transfers as GE GE Humanities: Fine Arts MUS 118 Music Appreciation transfers as GE GE Humanities: Fine Arts MUS 120 Beg Keyboard/Piano transfers as MUS 103 Beginning Piano Class MUS 121 Beg Keyboard/Piano II transfers as MUS 104 Elementary Piano Class MUS 130 Beginning Guitar transfers as MUS 110 Elementary Guitar Methods MUS 201 Adv Theory transfers as MUS 221 Music Theory III MUS 203 Adv Musicianship transfers as MUS 217 Practical Musicianship III MUS 220 Intermediate Keyboard/Piano I transfers as MUS 105 Intermediate Piano Class MUS 221 Interm Keyboard/Piano II transfers as MUS 106 Advanced - Intermediate Piano NUTR 100 Nutrition Today transfers as UNRS 120 Fund. of Human Nutrition OCEA 101 OCEA 101L Intro Oceanography Intro to Oceanography Lab transfers as GE GE GE Natural Sciences GE Natural Sciences Laboratory XXXX 101 Intro to Philosophy: Knowledge transfers as GE PHIL 100 Introduction to Philosophy PHSE 101L Physical Fitness transfers as GE GE Fitness for Life PHSE 111 Aerobics/Conditioning transfers as GE FFL 117 FFL: Cardio Strength Fusion PHSE 118 Basketball Techniques transfers as GE FFL 110 Fitness for Life:Basketball PHSE 120 Golf, Beg transfers as PE 102 Leisure Time Prep: Golf PHSE 121 Golf, Intermediate transfers as PE 102 Leisure Time Prep: Golf PHSE 136 Tennis, Beg transfers as PE 104 Leisure Time Prep: Tennis PHSE 137 Tennis, Intermediate transfers as PE 104 Leisure Time Prep: Tennis PHSE 140 Volleyball transfers as PE 103 Leisure Time Prep: Volleyball PHSE 141 Volleyball, Intermediate transfers as PE 103 Leisure Time Prep: Volleyball PHSE 142 Weight Training transfers as GE FFL 116 Fit for Life: Weight Training PHSE 150 Life Fitness transfers as GE GE Fitness for Life PHSE 171 Intercoll Basketball transfers as GE GE Fitness for Life PHSE 188 Intercollegiate Soccer, Women transfers as GE GE Fitness for Life PHYS 111 Intro Physics I transfers as GE PHYC 151 Physics for Life Sciences I PHYS 112 Intro Physics II transfers as PHYC 152 Physics for Life Sciences II PHYS 151 Prin of Physics I transfers as GE PHYC 161 Physics for Sci & Engineer I PHYS 152 Principles of Physics II transfers as PHYC 162 Physics for Sci & Engineer II PLSC 101 Introduction to Political Scie transfers as POLI 160 Introduction to Politics PLSC 102 American Institutions and Hist transfers as XX XXXX 150 American Government PLSC 103 Comparative Government transfers as GE GE Civic Know. & Engagement PLSC 150 Intro to International Relatio transfers as GE GE Civic Know. & Engagement PSYC 101 General Psychology transfers as GE PSYC 110 General Psychology PSYC 101H General Psychology Honors transfers as GE PSYC 110 General Psychology PSYC 103 Social Psychology transfers as PSYC 320 Social Psychology PSYC 104 Stats for Behavioral Science transfers as GE MATH 130 Introduction to Statistics PSYC 114 Abnormal Psych transfers as PSYC 360 Abnormal Psychology PSYC 121 Human Development transfers as GE PSYC 290 Human Growth and Development PSYC 145 Psych/Sociology of the Family transfers as PSYC 445 Psychology of the Family PSYC 205 Research Methods in Psychology transfers as GE PSYC 362 Research Methods in Psychology PSYC 211 Learning & Behavior Modificati transfers as PSYC 405 Psychology of Learning PSYC 260 Physiological Psych transfers as PSYC 292 Intro to Brain and Behavior SOC 101 Intro to Sociology transfers as GE SOC 120 Introduction to Sociology SOC 102 Social Problems transfers as SOC 225 Contemporary Social Problems SOC 103 Social Psychology transfers as PSYC 320 Social Psychology SOC 104 Statistics for Behavioral Scie transfers as GE MATH 130 Introduction to Statistics SOC 104H Stats for Behavioral Sciences transfers as GE MATH 130 Introduction to Statistics SOC 145 Sociology of the Family transfers as PSYC 445 Psychology of the Family SPAN 101 Elem Spanish First Semester transfers as GE SPAN 101 Elementary Spanish I SPAN 102 Elem Spanish Second Semester transfers as GE SPAN 102 Elementary Spanish II SPAN 201 Inter Spanish Third Semester transfers as SPAN 201 Intermediate Spanish I SPAN 202 Interm Spanish 4th Semester transfers as SPAN 202 Intermediate Spanish II
Rent Rolls; Operating Histories The Seller has obtained a rent roll (the “Certified Rent Roll(s)”) other than with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Certified Operating Histories collectively report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time, it being understood that for mortgaged properties acquired with the proceeds of a Mortgage Loan, Certified Operating Histories may not have been available.
