Certain Capital Projects Sample Clauses

Certain Capital Projects. Both Buyer and Seller agree that, following the Closing, Buyer intends to perform and will pay for certain capital projects with respect to the barge and air conditioning system at the Property, as determined by Buyer (the “Capital Projects”). Buyer and Seller have estimated the cost of the Capital Projects to be Forty Four Million Dollars ($44,000,000) (the “Cap”). To the extent the aggregate costs of the Capital Projects exceed the Cap, Buyer shall be solely responsible for such additional costs. To the extent the aggregate costs of the Capital Projects are less than the Cap, Buyer shall remit to Seller one-half of the difference between the actual costs of the Capital Projects and the Cap, within five (5) business days after completion of the Capital Projects. Buyer shall provide Seller with documentation related to the final cost of the Capital Projects, which shall include the Capital Projects Permits Costs amount (the “Final Capital Projects Costs”) within ten (10) business days after completion thereof. In the event that Seller does not agree with Buyer's determination of the Final Capital Projects Costs, then Seller shall provide Buyer with written notice of such disagreement within thirty (30) days of Seller's receipt of said Final Capital Projects Costs. If Buyer and Seller are unable to reach an agreement as to the Final Capital Projects Costs within five (5) days of Seller's notice of such disagreement, then Buyer and Seller shall submit their respective determinations and calculations and the items remaining in dispute for resolution to an independent accounting firm that is mutually acceptable to Buyer and Seller, which shall be selected from the following list of accounting firms in Las Vegas, Nevada: (1) Xxxxxx Xxxxxx & Xxxxxxxx, (2) Xxxxxxx Xxxxxxxxx & Co., (3) McGladrey & Xxxxxx LLP and (4) Xxxxxx Xxxxxx Xxxxxx & Xxxx. In the event the parties cannot agree on the selection of the independent accounting firm, then Seller shall place the names of each of the aforementioned firms into a container and the Buyer shall draw from the container the name of the firm which shall be selected. The parties shall cause such selected independent accounting firm to submit a report to Buyer and Seller with a determination regarding the remaining disputed items within thirty (30) calendar days after submission of the matter, and such report shall be final, binding and conclusive on Buyer and Seller. The fees, costs and expenses of the firm shall be paid on...
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Related to Certain Capital Projects

  • Certain Corporate Events If a Fundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may convert their Notes at any time from, and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); provided, however, that if the Company does not provide the notice referred to in the immediately following sentence by such effective date, then the last day on which the Notes are convertible pursuant to this sentence will be extended by the number of Business Days from, and including, such effective date to, but excluding, the date the Company provides such notice. No later than the Business Day after such effective date, the Company will send notice to the Holders, the Trustee and the Conversion Agent of such transaction or event, such effective date and the related right to convert Notes.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Engineer Resources The Engineer shall furnish and maintain quarters for the performance of all services, in addition to providing adequate and sufficient personnel and equipment to perform the services required under the contract. The Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the services required under this contract, or it will be able to obtain such personnel from sources other than the State.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Project Overview Project Title [Drafting note: ARENA to complete. Insert full long name in accordance with ARENA’s naming convention] i.e. [GMS Number] [Powerworks, voltage control on the Pacific Islands Study] [GMS Number] [study/ project/ fellowship/ scholarship/ R&D Project] Contract Number [Drafting note: ARENA to complete – to be obtained from ARENA’s GMS] Recipient [Drafting note: Recipient to insert full legal name and ABN] Guidelines and policies Advancing Renewables Program – Program Guidelines, 2020 (xxxxx://xxxxx.xxx.xx/xxxxxx/0000/00/XXXXX_XXX_Xxxxxxxxxx_XX_Xxxxxx_Xxxxx_XXXXX.xxx) ARENA Variation Policy (xxxxx://xxxxx.xxx.xx/xxxxxx/0000/00/xxxxx-xxxxxxx-xxxxxxxxx-xxxxxxxxx-xxxxxx.xxx) ARENA Report Writing Guidelines (xxxxx://xxxxx.xxx.xx/xxxxxx/0000/00/xxxxx-xxxxxx-xxxxxxx-xxxxxxxxxx.xxx)

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • International Olympic Committee; International Red Cross and Red Crescent Movement As instructed from time to time by ICANN, the names (including their IDN variants, where applicable) relating to the International Olympic Committee, International Red Cross and Red Crescent Movement listed at xxxx://xxx.xxxxx.xxx/en/resources/registries/reserved shall be withheld from registration or allocated to Registry Operator at the second level within the TLD. Additional International Olympic Committee, International Red Cross and Red Crescent Movement names (including their IDN variants) may be added to the list upon ten (10) calendar days notice from ICANN to Registry Operator. Such names may not be activated in the DNS, and may not be released for registration to any person or entity other than Registry Operator. Upon conclusion of Registry Operator’s designation as operator of the registry for the TLD, all such names withheld from registration or allocated to Registry Operator shall be transferred as specified by ICANN. Registry Operator may self-­‐allocate and renew such names without use of an ICANN accredited registrar, which will not be considered Transactions for purposes of Section 6.1 of the Agreement.

  • Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process.

  • Reference to and Effect Upon the Credit Agreement (a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

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