Administration generally Clause Samples
The "Administration generally" clause outlines the procedures and responsibilities related to the overall management and execution of an agreement or contract. It typically specifies how notices are to be given, records maintained, and communications handled between the parties. This clause ensures that both parties understand the administrative framework governing their relationship, promoting clarity and reducing the risk of misunderstandings regarding day-to-day operations and compliance with contractual obligations.
Administration generally. (i) On or prior to the Effective Time, Seagate shall designate one or more persons (the "Administrators") who shall be responsible for overseeing collection of the TRA Amount and distributions with respect to the TRA Rights and coordinating activities with representatives of Veritas and Purchaser with respect to Seagate Taxes. Veritas and Seagate will, prior to the Effective Time, cooperate in good faith with respect to establishing procedures and structures designed to realize the aggregate value of the TRA Amount and minimize the amount of administrative costs. This may include the establishment of segregated accounts, pass-through trusts or similar devices (collectively, a "Collection Account") to receive periodic payments of cash amounts equal to the TRA Amount.
(ii) The Administrators shall be entitled (x) to charge the Collection Account a fee of 1% for all amounts deposited therein and distributed to holders of the TRA Rights, and (y) to charge the Collection Account third-party expenses associated with administration of the TRA Rights.
(iii) The Administrators shall pay to Veritas an amount on account of Taxes imposed on income earned on the assets held in the Collection Account, equal to 36% of all income and gain earned by the Collection Account. Such amount shall be paid no later than January 15 of each year in respect of income and gain earned in the preceding year or portion thereof during which the account is in existence.
Administration generally. On or prior to the Effective Time, Seagate shall designate one or more designees (the "ADMINISTRATORS") who shall be responsible for overseeing collection of the TRA Amounts and coordinating activities with representatives of Veritas and Purchaser with respect to Seagate Taxes. Veritas and Seagate will, prior to the Effective Time, cooperate in good faith with respect to establishing procedures and structures designed to maximize the aggregate value of the TRA Amount and minimize the amount of administrative costs. This may include the establishment of segregated accounts, pass-through trusts or similar devices (collectively, a "COLLECTION ACCOUNT") to receive periodic payments of TRA Amounts. The Administrators shall be entitled to charge the Collection Account a fee of 1% for all amounts deposited therein and distributed to holders of the TRA Rights.
Administration generally. The Trustee may make loans to Participants at the direction of the Plan Administrator. The Plan Administrator shall administer this participant loan program in a manner consistent with the Plan and in accordance with applicable law and regulations, which loan program shall be equally applied to all Participants on a uniform and nondiscriminatory basis. However, in the case of a married Participant, no loan shall be permitted to be made to such Participant hereunder unless such Participant shall have furnished the Plan Administrator with a written and notarized spousal consent, dated within the 90 day period preceding the loan date, acknowledging the potential effect of such loan on the Participant's Accrued Benefit under the Plan. Such consent shall thereafter be binding with respect to the consenting spouse or any subsequent spouse with respect to that loan. A new consent shall be required if the Account balance is used for renegotiation, extension, renewal or other revision of the loan. To the extent the participant loan exemption contained in Code Section 4975(d)(1) is not applicable, then, unless a special exemption has been obtained in accordance with Code Section 4975(c)(2), no loans shall be granted to a Participant hereunder who is either an Owner-Employee or a shareholder-employee within the meaning of Code Section 1379, as in effect on the day before enactment of the Subchapter S Revision Act of 1982. Loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Employees.