Basket Provision Sample Clauses

Basket Provision. The Company agrees to make available a basket provision of up to three cents ($0.03) per hour worked, should it be required, to maintain the current benefit levels. The Company shall be provided with financial data from the Trustees of the Plan to substantiate the required contribution increase.
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Basket Provision. (a) The Employer agrees that should the Health & Welfare Plan reserve be below $500,000 on March 1, 1997, the Employer contribution to the Plan will increase by two cents ($0.02) for each hour of employment performed by an employee covered by this Agreement.
Sample 1
Basket Provision. Except as otherwise provided in Section 13.04, no indemnification shall be payable by Seller until the aggregate Losses incurred by all of Purchaser’s Indemnified Persons exceed Fifty Thousand Dollars ($50,000.00) at which xxxx Xxxxxx and Seller Shareholders shall be responsible for all such Losses in excess of Fifty Thousand Dollars ($50,000.00).
Sample 1
Basket Provision. Notwithstanding anything to the contrary contained herein, Seller shall not be liable under this Section 6 until the aggregate amount of all Losses for which it would otherwise be liable exceeds Thirty-Two Thousand Five Hundred Dollars ($32,500) (the “Basket Amount”), in which event Seller shall be required to pay or be liable for all Losses from the first dollar; provided, however, that the Basket Amount shall not apply to Losses incurred in connection with a breach of any Fundamental Representation or any fraud or intentional misrepresentation.
Sample 1
Basket Provision. After the Competitive Evaluation, if an Enhanced Whitepaper is eligible for award, it will be placed in the Basket. The Basket is a current and searchable electronic file of all proposals that are eligible for award, but have not yet been selected for award. Unless otherwise indicated by the NAC Member, submitted proposals shall be valid for three (3) years from the date the corresponding ROTI closed (Enhanced Whitepaper due date). A NAC Member can withdraw a proposal at any time and for any reason. A proposal in the Basket will maintain its technical evaluation results and ratings. Another primary objective of this Agreement is to provide the Government with a large and diverse set of potential projects. The Government recognizes that although a proposal is not selected for award by the Government customer that initially solicited for the requirement, additional funding may become available at a later date or another Government customer may find the project of value. When a proposal in the Basket is selected based upon the Competitive Evaluation or is identified at a later time, the selecting Government customer must document the decision, with substantiating rationale, in a Selection Memo. This rationale will discuss why that proposal is of greater value than other similarly situated proposals. The Government can award all or a portion of the selected proposal, but the scope of the project that was originally proposed shall remain substantially the same. In other words, the Government customer cannot substantially change the focus of the work proposed, or significantly scale the proposal beyond what was initially proposed. Once a proposal from the Basket is awarded, it is removed from the Basket and no longer available, regardless of whether the Government customer awarded all or a portion of the selected proposal. If the membership of a NAC Member is discontinued, all of the NAC Member’s proposals in the Basket in which it is designated as the prime will be immediately removed, regardless of whether the NAC Member later decides to reactivate its membership. The CMF shall manage the Basket for the Government and the NAC, ensuring that it is both current and searchable.
Sample 1
Basket Provision. With the express exception of the Covenant Not to Compete set forth in Exhibit 2.4 and Seller’s Indemnification of Buyer under Section 10.1(e), all parties to this Agreement are precluded from bringing a claim under this Article X against the other party unless and until the claims exceed two (2) percent of the Purchase Price.
Sample 1

Related to Basket Provision

  • No Voting or Dividend Rights; Limitation of Liability Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote, give consent or receive notices as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant, the interest represented hereby, or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors.

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

  • Limitation of Liability of Trustees and Shareholders The Adviser acknowledges the following limitation of liability:

  • LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY The Trustees of the Trust and the shareholders of the Fund shall not be liable for any obligations of the Trust or of the Fund under this Agreement, and the Sub-advisor agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or the Fund to which the Sub-advisor's rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund.

  • Disclaimer of Shareholder and Trustee Liability The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund’s property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming Trustee and shareholder liability for acts or obligations of the Fund. Xxxxxxxxxxx Select Value Fund By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary OppenheimerFunds Distributor, Inc. By: /s/ Xxxx XxXxxxxxx Xxxx XxXxxxxxx

  • Representations and Warranties on Deposit of Shares Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Stock Fully Paid Reservation and Listing of Shares Covenants (a) The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to issuance. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issue upon exercise of this Warrant a sufficient number of shares of Common Stock to provide for the exercise of this Warrant and, without limiting the foregoing, will take any actions necessary to effectuate the foregoing, including without limitation increasing its authorized capital stock.

  • Default Not Exceeding 10% of Firm Units or Option Units If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Failure to Consummate a Business Combination; Trust Account Waiver (a) The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares.

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