Following the Effective Date. (a) Following the commencement of at least one lease for any portion of the Project, Operating Member shall prepare or cause to be prepared a statement setting forth the calculation of Operating Cash Flow for each period of time, but not less often than monthly, at the end of which period the Company is to make periodic distributions of Operating Cash Flow as provided in Section 9.3, and the Company shall furnish a copy of such cash flow statement to each Member within twenty-one (21) days after the end of such period;
Following the Effective Date. Zions Bancorp shall not incur, and shall not permit Val Cor or Vectra to incur, any counsel fees in connection with litigation with respect to the Contingency unless the identity of counsel is acceptable to the Agent for Equity Holders, consent to whose identity shall not unreasonably be withheld.
Following the Effective Date the Parties shall cooperate to prepare and mutually agree upon a written protocol (the “CAISO Cost Protocol”) to set forth appropriate administrative details to carry out the Parties’ agreement as follows: (a) the Parties shall coordinate to maintain detailed records all CAISO Costs; (b) for the Stub Year and each Contract Year, Seller shall be responsible for and shall pay directly (or promptly reimburse Buyer) for the first $125,000 of all CAISO Costs allocable to such year, provided that Seller’s payment and/or reimbursement obligation under this clause (b) shall not exceed five hundred thousand dollars ($500,000) in the aggregate over the Agreement Term; and (c) subject to the provisions of Section 7.4, for the Stub Year and each Contract Year, Buyer shall be responsible for and shall pay directly (or reimburse Seller) for the all CAISO Costs allocable to such year in excess of $125,000 and in excess of five hundred thousand dollars ($500,000) in the aggregate over the Agreement Term (any such excess amounts, in the aggregate on a cumulative basis for all calendar years, is herein referred to as the “Excess CAISO Costs”), provided that Buyer shall not be responsible for (and Seller shall pay for) any Excess CAISO Costs to the extent arising as a result of any material deviation by Seller from the CAISO Cost Protocol.
Following the Effective Date. (a) The Purchaser shall pay in accordance with law all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over its counters, through any check clearing house or otherwise, by depositors whose Deposit Liabilities are assumed by the Purchaser, whether drawn on the checks, withdrawal or draft forms provided by the Seller, or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors whose Deposit Liabilities are assumed by the Purchaser. The Purchaser's obligation to honor checks, withdrawal or draft forms provided by the Seller and carrying its imprint and properly presented to the Purchaser shall expire on the later of (i) the date upon which the Purchaser may, under applicable law, refuse to pay such check, withdrawal or draft; or (ii) the close of business on the 210th business day following the Effective Date.
Following the Effective Date. (a) MLI shall maintain a minimum stock of Distributed Product, which will be no less than an amount sufficient in MLI's reasonable, judgement to meet customers' requirements.
Following the Effective Date as applicable and mutually agreed to by the Parties, the Parties shall negotiate in good faith and execute a mutually acceptable pharmacovigilance agreement with respect to the Product, and they shall perform their respective obligations in accordance with such agreement. ISTA shall be responsible, at its expense, for all pharmacovigilance in the Territory with respect to the Product and for compliance with all applicable laws, regulations and requirements in connection therewith, and SENJU shall be responsible, at its expense, for all pharmacovigilance with respect to the Product in Japan, such that it has governmental approval for the Product there, and for compliance with all applicable laws, regulations and requirements in connection therewith. The Parties acknowledge that the pharmacovigilance agreement shall also cover the exchange of safety data relating to the Product, including data received by each Party’s Affiliates and licensees with respect to the Product.
Following the Effective Date the Buyer shall, and shall cause each Subject Company to, indemnify and save the Seller and its affiliates harmless from any and all (i) liability for Taxes of the Subject Companies for any taxable period ending after the Effective Date (except to the extent such taxable period began before the Effective Date ("Interim Period"), in which case the Buyer's indemnity will cover only that portion of any such Taxes that are not attributable to the Short Period), (ii) federal and state income taxes that exceed one million one hundred sixty-five thousand dollars ($1,165,000) up to one million dollars ($1,000,000) and (iii) all liability for reasonable costs and expenses with respect to Taxes indemnified hereunder. Any indemnity payment required to be made by the Buyer pursuant to this Article III shall be made within 30 days of written notice from the Seller. The indemnity provided in (b)(ii) shall only apply to federal and state income Taxes resulting from those adjustments which are considered to be permanent differences of the Subject Companies and which are attributable to tax periods commencing after 12/31/91 and ending before 1/1/97. The indemnity provided above in (b)(ii) shall not apply to adjustments which are considered to be temporary differences and which affect the basis of assets owned by the Subject Companies or result in credits or refunds which are to be realized by Seller in any tax period. Subject to the provisions of Section 3.2.1, Buyer and the Subject Companies will not have any responsibility to indemnify Seller for any claim made pursuant to this subsection (b) to the extent such claim is made after the date which is five years after the Effective Date. -3- 3.1.2
Following the Effective Date. Offeror intends to carry out a detailed review of Target’s business and operations, to identify any areas of duplication or overlap and to optimize the structure of the merged business units of the Combined Group. In order to deliver any financial and operational synergies, Offeror and Target recognise that completion of the Acquisition may result in an integration and restructuring process for the Combined Group with consequent limited terminations of employment, including termination by reason of redundancy or other similar concept under any applicable law.
Following the Effective Date the Borrower will promptly proceed to:
Following the Effective Date. (i)Following the Effective Date, you will be compensated for your service as Chairman of the Board in accordance with the Company’s policy for non-employee members of the Board (the "Director Compensation Policy"), provided, that the equity awards previously granted to you in connection with your service as an employee will continue to vest based on your service on the Board, as further described below. Notwithstanding the foregoing or anything to the contrary in the Director Compensation Policy, you will not receive the annual equity award to be granted to non-employee members of the Board pursuant to the Director Compensation Policy on the date of the 2019 annual meeting of the Company's shareholders. However, commencing in 2020 and annually thereafter during the term of your service as Chairman of the Board, you will receive an equity award equal to two times the standard annual equity award outlined in the Company’s Director Compensation Policy. These annual equity awards will be granted to you at the same time as the other non-employee members of the Board receive their annual equity awards under the Director Compensation Policy.
