(a)(i) is intended to qualify as a “minimum gain chargeback” within the meaning of Regulation Section 1.704-2(f) which shall be controlling in the event of a conflict between such Regulation and this Section 6.3.A(i).
(a)(i). The Indemnified Party shall keep the Indemnifying Party reasonably informed as to the status of the defense of any Claim conducted by the Indemnified Party.
(a)(i). Amend language An employee with seniority in the bargaining unit whose job is permanently affected after the signing of this Agreement, by way of being discontinued or changed in a manner that will reduce the employee's rate of pay or regular hours of work, may if he chooses, make a decision, to displace a less senior individual, provided the senior employee has the necessary qualifications and as follows:
(a)(i). _nl ..a :....... _.1_ 1_.o. ^f dit 11. ASSIGNMENT _',_j¢_. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate's creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request.
(a)(i). Section 2.02(a)(i) of the Purchase Agreement is hereby amended and superseded in all respects by the provisions of this Third Amendment. As amended and restated, Section 2.02(a)(i) reads in its entirety:
(a)(i). Except for normal examinations conducted by Governmental Authorities in the regular course of business, no Governmental Authority has initiated any investigation or proceeding into the business or operations of Parent or Subsidiary Bank since January 1, 2014. Parent is not aware of any reason why it or any of its Subsidiaries would not receive all required Regulatory Approvals on a timely basis without undue delay and without the imposition of any Materially Burdensome Regulatory Condition as described in the proviso to Section 5.3(a)(i).
(a)(i). Pursuant to Section 10.01 of the Existing Credit Agreement and subject to satisfaction of the conditions to effectiveness set forth in Section 6 below, the $500,000 integral multiple requirement for voluntary prepayments of Term A Loans that are Eurodollar Loans in Section 2.05(a)(i) of the Existing Credit Agreement is hereby waived in connection with the making of the Term A Voluntary Prepayment.
(a)(i). To the extent governmentally required as of Date of Lease, Landlord shall be responsible for compliance with Title III of the ADA with respect to any repairs, replacements or alterations to the core and shell of the Building, and such expense shall not be included as an Operating Expense of the Project; provided, however, if compliance with ADA under this Section 9.3 is required due to (a) Alterations, (b) the Tenant Work, (c) the installation of any of Tenant’s furniture, fixtures, equipment or property, (d) Tenant’s particular use or occupancy of the Premises (as opposed to Tenant’s use and occupancy of the Premises for the Permitted Use in a normal and customary manner), (e) the particular manner in which Tenant conducts its business in the Premises, (f) a change in the Permitted Use stated in Section 1.8, or (g) any Access Improvements (as defined in Section 9.3(c)) that are Tenant’s responsibility under Section 9.3(c), regardless of whether Landlord approves such change, then such compliance shall be Tenant’s responsibility under Section 9.3(b) (collectively and each a, “Tenant ADA Responsibility”). Landlord shall have the right to apply for and obtain a waiver or deferment of compliance, the right to contest any such violation in good faith, including, but not limited to, the right to assert any and all defenses allowed by applicable laws, statutes, ordinances and governmental rules, regulations or requirements, and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by applicable laws, statutes, ordinances and governmental rules, regulations or requirements, and Landlord’s obligation to perform such corrective work under this Section 9.3(a)(i) shall not apply until after the exhaustion of any and all rights to appeal or contest. Notwithstanding the foregoing, if prior to the completion of the Tenant Work, Tenant does not notify Landlord in writing of any violation or alleged violation of applicable laws, statutes, ordinances and governmental rules, regulations or requirements as of the Date of Lease with respect to the Building, Parking Facilities or Common Area, then the issuance of a permanent certificate of occupancy (or sign off on the job card) for the Tenant Work to be constructed pursuant to the Work Agreement shall conclusively establish that Landlord’s foregoing representation and warranty in this Section 9.3(a) was true and correct, and Landlord shall thereafter have no further liability or responsibilit...
(a)(i). Section 2.02(a)(i) of the Purchase Agreement is hereby amended and superseded in all respects by the provisions of this Third Amendment. As amended and restated, Section 2.02(a)(i) reads in its entirety: "'(I) all cash and cash equivalents other than the UK Cash;"'
(a)(i). Section 11.1(a)(i) of the Credit Agreement is hereby amended as of the Effective Date by inserting the phrase “or extend the scheduled date of any payment thereof” to the end of clause (B) of such Section.
