If St. Luke’s Medical and Hospital Benefits Association is liable to pay goods and service tax (“GST”) on a supply made in connection with this Agreement, then you agree to pay St.Luke’s Medical and Hospital Benefits Association on demand an amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.
If St. Xxxxxxxxx desires to modify any of the obligations and requirements set forth in this Agreement, it shall submit in writing its proposed modifications, along with any explanations for the desired changes, for review by the OAG, whose consent to any modifications consistent with the purposes of this Agreement shall not be withheld unreasonably.
If St. Xxxxx should own less than a 100% recorded and beneficial interest in and to the Property and the right to receive 100% of the proceeds of production therefrom, Hi Ho Silver shall have the right, but not the obligation, to make all cash payments and incur all Exploration Expenditures in proportion to St. Elias's actual interest in and to the Property.
If St. Jude receives a request for non-public information from a person who has made or intends to make an Acquisition Proposal and the board of directors of St. Jude determines in good faith after consultation with financial and legal advisors that such Acquisition Proposal is, or if made would be, a Superior Proposal, then, and only in such case, St. Jude may, subject to the execution by such person of a confidentiality agreement containing standstill and other provisions substantially the same as those contained in the Confidentiality Agreement (as defined in Section 7.3), provide such person with access to non-public confidential information regarding St. Jude; provided that St. Jude shall send a copy of any such confidentiality agreement (including the identity of the person who has entered into such agreement) to Golden Star as soon as practicable and in any event within 24 hours of its execution and shall, as soon as practicable and in any event within 24 hours, provide Golden Star with a list and copies of all information provided to such person that was not previously provided to Golden Star and immediately provide Golden Star with all other information that was provided to such person.
If St. Laurent receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and St. Laurent is permitted, as contemplated under the second sentence of Section 4.5(1), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Board of Directors of St. Laurent may, subject to the execution by such Person of a confidentiality agreement containing a standstill provision substantially similar to that contained in the Confidentiality Agreements, provide such Person with access to information regarding St. Laurent; provided, however, that the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (but not any material amendment thereto, which shall be treated for the purposes hereof as a new Acquisition Proposal) and provided further that St. Laurent sends a copy of any such confidentiality agreement to SSCC promptly upon its execution and SSCC is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided.
If St. Nova or any of its Affiliates or SUNEVA or any of its Affiliates (in each case an “Indemnified Party”) receives any written claim which it believes is the subject of indemnity hereunder by SUNEVA or St. Nova, as the case may be, (in each case as “Indemnifying Party”), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified party. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not so assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party.
If St. Xxxx shall be prevented by Force Majeure from timely performance of any of its obligations hereunder (except the payment of money to Owners), the failure of performance shall be excused and the period for performance and the term of this Agreement shall be extended for an additional period equal to the duration of the Force Majeure. Upon the occurrence and upon the termination of any Force Majeure, St. Xxxx shall promptly notify Owners. St. Xxxx shall use reasonable diligence to remedy a Force Majeure, but shall not be required against its better judgment to settle any labor dispute or contest the validity of any law or regulation or any action or inaction of civil or military authority.
If St. Luke’s or begins using new written of the types described in 8. it shall translate those materials into all of the Hospital’s Primary Languages within two months.
