General and Administrative. 4.1 This Agreement shall be governed in all respects and aspects by the laws of the State of Texas, and the parties hereby agree any legal action concerning this Agreement shall be brought in a court of competent jurisdiction, in Lubbock County, Texas. If counsel is required to enforce terms of this Agreement and/ or corollary agreements, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
4.2 If any provision of this Agreement, or its application to any person or circumstance, is invalid or unenforceable, the remainder of this Agreement or the application of those provisions to other persons or circumstances shall not be affected thereby.
4.3 This Agreement and the attachments hereto, contain the entire Agreement of the parties and there are no representatives, inducements, promises, agreements, arrangements, or undertakings, oral or written, between parties other than those set forth and duly executed in writing. No agreement of any kind shall be binding upon either party unless and until the same has been made in writing and duly executed by both parties. The Agreement shall not be modified or amended except by written agreement executed by both parties.
4.4 The parties have reviewed this Agreement in its entirety and acknowledge each has had a full opportunity to negotiate the Agreements terms. Therefore, the parties expressly waive any and all applicable common law and statutory rules of construction any provision of this Agreement should be construed against the Agreement’s drafter, and agree and affirm the Agreement and all provisions thereof shall in all cases be construed as a whole, according to the fair meaning of the language utilized.
4.5 Failure to insist upon strict compliance with any of the terms, covenants, and conditions hereof shall not be deemed a waiver of such terms, covenants, and conditions, nor shall any waiver or relinquishment of any right or power here under at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver shall be valid unless in writing and signed by all parties.
4.6 The captions of each section are added as a matter of convenience only and shall be considered of no effect in the construction of any provision of this Agreement.
4.7 This Agreement may be executed by facsimile or e-mail attachment and/ or in any number of counterparts, any or all of which may contain the signatures of less than all parties, and all of whi...
General and Administrative. The Base Prices shall be adjusted quarterly beginning on April 1, 2013, and on the first day of each subsequent calendar quarter, to reflect the change in general and administrative costs that is established with the January 1, 2013 Base Prices. The adjusted base component on each adjustment date will equal the product of the individual January 1, 2013 Base Price General and Administrative Components and a fraction, the numerator of which is the average of the **** as first published for the **** months preceding the intended quarterly adjustment date, and the denominator of which will be established with the January 1, 2013 Base Prices by calculating the average **** for the **** months preceding January 1, 2013.
General and Administrative. 11 6.1 Accounting Methodologies And Assumptions.......................................................11
General and Administrative. 14 ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .16 EMPLOYEE BENEFITS AGREEMENT This EMPLOYEE BENEFITS AGREEMENT, dated as of October 14, 1998, is by and between Cincinnati Xxxx Inc. ("CBI") and Convergys Corporation ("Convergys").
General and Administrative. Costs The costs described in Clause 2.9(c).
General and Administrative. Costs incurred by the Authority in carrying out its purposes, as described in Section 4.4, shall be shared on a pro rata basis by the Parties and Stakeholders in accordance with the appropriate formula used to calculate voting shares in Section 3.8.2.3, as reflected in Table 2 of Exhibit C. The obligations of Stakeholders with respect to the general and administrative costs described in this Article shall be governed by a Cost Sharing Agreement between the Stakeholder and the Authority.
General and Administrative. GSD will reimburse Gyrodyne for 85% of Gyrodyne's G&A and pay a fee to Gyrodyne equal to 8.5% of such reimbursed amount. Such fees include any material line items that are broken out for financial statements separately from G&A (which for now are limited to corporate development fees) due to their materiality which, if not for its materiality, would be included in G&A.
General and Administrative. 17 7.01 Non-Termination of Employment, No Third-Party Beneficiaries 17 7.02 Beneficiary Designatins......................................................... 17 7.03
General and Administrative. 14 ARTICLE VIII MISCELLANEOUS.........................................16 EMPLOYEE BENEFITS AGREEMENT This EMPLOYEE BENEFITS AGREEMENT, dated as of _____________, 1998, is by and between Cincinnati Bell Xxx. ("CBI") and Convergys Corporation ("Convergys").
General and Administrative. 34,732 9,238 44.8 11.9 68,570 19,495 46.2 13.2 60,241 17,542 45.4 13.2 124,758 34,348 45.8 12.6 Corporate development........... 2,066 2.7 2,122 1.4 2,940 2.2 4,193 1.5 Restructuring charges............... -- -- -- -- 1,814 1.4 -- -- Non-cash compensation charges............... 504 0.7 350 0.2 1,171 0.9 811 0.3 Depreciation and amortization.......... 29,863 38.5 56,647 38.2 49,519 37.3 101,769 37.3 -------- ----- -------- ----- -------- ----- -------- ------ Operating income (loss)................. 1,124 1.4 1,175 0.8 (591) (0.4) 6,724 2.5 Other income (expense): Interest and other income (expense)...... 4,539 5.9 6,665 4.5 4,879 3.6 12,369 4.5 Interest expense and amortization of deferred financing costs................. (26,556) (34.3) (66,728) (45.0) (37,842) (28.5) (108,489) (39.8) -------- ----- -------- ----- -------- ----- -------- ------ Loss before income taxes, minority interests, extraordinary item and cumulative effect of change in accounting principle.............. (20,893) (27.0) (58,888) (39.7) (33,554) (25.3) (89,396) (32.8) Provision for income taxes.................. (70) (0.1) (25) -- (197) (0.2) (36) -- Minority interests...... 113 0.2 (317) (0.2) (572) (0.4) (1,858) (0.7) -------- ----- -------- ----- -------- ----- -------- ------ Loss before extraordinary item and cumulative effect of change in accounting principle.............. (20,850) (26.9) (59,230) (39.9) (34,323) (25.9) (91,290) (33.5) Extraordinary loss on debt................... -- -- -- -- -- -- (1,495) (0.5) Cumulative effect of change in accounting principle for costs of start-up activities.... -- -- -- -- (2,414) (1.8) -- -- -------- ----- -------- ----- -------- ----- -------- ------ Net loss................ $(20,850) (26.9)% $(59,230) (39.9)% $(36,737) (27.7)% $(92,785) (34.0)% ======== ===== ======== ===== ======== ===== ======== ====== Comparison of Three Months Ended June 30, 2000 and 1999 Consolidated revenues for the three months ended June 30, 2000 were $148.4 million, an increase of $70.8 million from the three months ended June 30, 1999. This increase was primarily attributable to:
