COAST. The Governing Board of Coast shall evaluate the performance of Superintendent at least once annually. The evaluation shall be based on the duties and responsibilities of the Superintendent as set forth in this Agreement and his performance objectives for the term of this Agreement. In the event that the Coast Board determines that Superintendent’s performance is unsatisfactory, the Coast Board shall describe in writing in reasonable detail, areas of unsatisfactory performance, indicating specific instances where appropriate. The evaluation shall include recommendations for improvement in all areas where the Coast Board deems the performance to be unsatisfactory or in need of improvement. A copy of the written evaluation shall be delivered to Superintendent and he shall have ten (10) calendar days to make a written or oral response to the evaluation. The Coast Board shall meet with Superintendent in a timely manner to discuss the evaluation.
COAST. COAST BUSINESS CREDIT(R), a division of Southern Pacific Bank, a California corporation By ---------------------------------- Title: ------------------------------ BORROWERS: CYBERGUARD CORPORATION, A FLORIDA CORPORATION By ---------------------------------- Title: ------------------------------ TRADEWAVE CORPORATION, A FLORIDA CORPORATION By ---------------------------------- Title: ------------------------------
COAST. COAST HOTELS AND CASINOS, INC., a Nevada corporation By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Chief Executive Officer XXXXXX'X: XXXXXX'X OPERATING COMPANY, INC., a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Executive Vice President, CFO and Treasuruer JOINDER BY ESCROW HOLDER Nevada Title Company joins this Agreement for the purposes of agreeing to act as Escrow Holder under this Agreement and to confirm that the opening of Escrow occurred on September 29, 2006. NEVADA TITLE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President - Commercial Division
COAST. Except as set forth on Schedule 2.30(c) hereto, there are no Claims pending or, to Gulf Coast's knowledge, threatened or scheduled before any Authority, including without limitation, any intermediary, carrier, the Administrator of the Health Care Financing Administration, the Florida Department of Health and Rehabilitative Services, the Agency for Health Care Administration or any other state or federal agency with respect to any Medicare and Medicaid claim filed by Gulf Coast on or before the Closing Date, or program compliance matters, which would have a Material Adverse Effect on Gulf Coast, or its assets, the operations or utility thereof, or the consummation of the transactions contemplated hereby. Gulf Coast has delivered to the Purchaser accurate and complete copies of any Claims, actions or appeals listed on Schedule 2.30(c). Except for routinely scheduled reviews pursuant to Gulf Coast's Medicare and Medicaid Contracts, no valid review or program integrity review related to Gulf Coast has been conducted by any Authority in connection with the Medicare or Medicaid programs and no such review is scheduled, or to Gulf Coast's knowledge, pending or threatened against or affecting Gulf Coast, its business, assets, or the consummation of the transactions contemplated hereby.
COAST. BLN A coastline file for use by either the MAKE STATION CHART utility or the SURFER program, produced by the MAKE COASTLINE FILE utility from the master coastline file WORLD.WDB in the OPCPLOT subdirectory.
COAST. Anything contained in this Agreement to the contrary notwithstanding, on and after the Third Amendment Effective Date, Coast’s Revolving Loan Commitment shall be excluded for purposes of calculating the commitment fee under Subsection 1.4(A)(2), Coast’s Revolving Loan Commitment and Coast’s Letter of Credit Exposure shall be included for purposes of calculating the letter of credit fees under Subsection 1.4(E) with respect to Letters of Credit issued prior to the Third Amendment Effective Date but excluded with respect to Letters of Credit issued after the Third Amendment Effective Date, and Coast shall not be entitled to receive any such commitment fee or letter of credit fee with respect to its Revolving Loan Commitment and Letter of Credit Exposure.”
COAST. Anything contained in this Agreement to the contrary notwithstanding, on and after the Third Amendment Effective Date, (1) each Letter of Credit Notice requesting the issuance of a Letter of Credit pursuant to Subsection 1.16 shall be deemed to be a request for the issuance of a Letter of Credit in the amount so requested (i.e., the Stated Amount) multiplied by 1.08333325 (with each Lender’s participation therein calculated on such basis), and (x) for purposes of Subsections 1.16(C) and 1.16A(i), any such Letter of Credit issued shall be deemed issued in an amount equal to such amount deemed requested, (y) Coast shall have no obligation to purchase or fund any participation therein, and (z) any such Letter of Credit issued by such Issuing Lender shall be in an amount equal to the Stated Amount; (2) any payment or reimbursement of amounts with respect to a drawing under a Letter of Credit issued and outstanding on the Third Amendment Effective Date shall be applied first, to amounts owed with respect to Coast’s participations therein that are funded by Administrative Agent or Issuing Lender (together with unpaid interest accrued thereon) and second, to the Letter of Credit participations of Lenders other than Coast; (3) any payment or reimbursement of amounts with respect to a drawing under any other Letter of Credit shall be applied to the Letter of Credit participations of Lenders other than Coast as if the Letter of Credit Exposure of Coast were zero; and (4) the $2,000,000.00 sublimit under Subsection 1.16(A)(1) with respect to issuances of Letters of Credit shall not be reduced notwithstanding the repudiation and disaffirmation of Coast’s obligations under this Agreement.”
COAST. It is understood and agreed by Borrower, Administrative Agent and Lenders that the amendments to this Agreement made pursuant to the Third Amendment shall be construed to, and that the purpose of such amendments is to amend this Agreement on and after the Third Amendment Effective Date to the fullest extent possible to, (1) treat Coast as if its share of Revolving Loan Commitments had terminated and the other Lenders’ Pro Rata Shares had been correspondingly increased but without any increase in any Lender’s Revolving Loan Commitment, and as if the entire Revolving Loan Commitment of all Lenders consisted on and after the Third Amendment Effective Date solely of the Revolving Loan Commitments of all Lenders other than Coast, for purposes of (x) all issuances of Letters of Credit and fundings of drawings or participations thereon and all borrowings and fundings of Revolving Loans and (y) for purposes of all payments thereon and repayments and reimbursements thereof, and (2) terminate any right of Coast to approve or disapprove any amendment, waiver, or consent hereunder.”
COAST. On February 7, 2003 the FDIC was appointed receiver for Southern Pacific Bank, of which Coast (one of the Lenders) is a division, and on July 17, 2003 Administrative Agent received notice from the FDIC that it had exercised its statutory authority to repudiate and disaffirm Coast’s obligations under this Agreement. Anything contained in this Agreement to the contrary notwithstanding, on and after the Third Amendment Effective Date:
COAST. Nothing contained herein shall restrict Coast's right to enforce its liens or security interests and exercise any other right or remedy with respect to the Coast Primary Collateral or Coast Inventory Collateral in accordance with the provisions of the Coast Loan Instruments and applicable law. Prior to the payment in full of the Raytheon Obligations, Coast shall not, without the prior written consent of Raytheon, take any action to enforce its liens and security interests with respect to the Raytheon Primary Collateral.
