Maximum Contractual Obligation The maximum obligation of COUNTY under this Agreement shall not exceed the amount of $970,800 or actual allowable costs, whichever is less. The estimated annual amount for each twelve (12) month period is as follows: 21.1.1 Year One: $300,000 for July 1, 2020, through June 30, 2021; 21.1.2 Year Two: $300,000 for July 1, 2021, through June 30, 2022; and 21.1.3 Year Three: $370,800 for July 1, 2022, through June 30, 2023.
Standard Contractual Clauses Where (i) Personal Data of an EEA or Swiss based Controller is processed in a country outside the EEA, Switzerland and any country, organization or territory acknowledged by the European Union as safe country with an adequate level of data protection under Art. 45 GDPR, or where (ii) Personal Data of another Controller is processed internationally and such international processing requires an adequacy means under the laws of the country of the Controller and the required adequacy means can be met by entering into Standard Contractual Clauses, then: (a) SAP and Customer enter into the Standard Contractual Clauses; (b) Customer enters into the Standard Contractual Clauses with each relevant Subprocessor as follows, either (i) Customer joins the Standard Contractual Clauses entered into by SAP or SAP SE and the Subprocessor as an independent owner of rights and obligations ("Accession Model") or, (ii) the Subprocessor (represented by SAP) enters into the Standard Contractual Clauses with Customer ("Power of Attorney Model"). The Power of Attorney Model shall apply if and when SAP has expressly confirmed that a Subprocessor is eligible for it through the Subprocessor list provided under Section 6.1(c), or a notice to Customer; and/or (c) Other Controllers whose use of the Cloud Services has been authorized by Customer under the Agreement may also enter into Standard Contractual Clauses with SAP and/or the relevant Subprocessors in the same manner as Customer in accordance with Sections 7.2
Contractual Penalty If the Contractor refuses or fails to duly complete the Assignment after the Assignment Order has been awarded to the Contractor and signed in accordance with this Agreement, the Company is entitled to request the Contractor to pay a contractual penalty in the amount of 10% (ten percent) of the Fee for the respective Assignment. Should the Contractor fail to meet any of the milestones or delivery dates under any of the Assignment Orders and provided that the cause of such delay is attributable to the action or inaction of the Contractor, the Company is entitled to request the Contractor to pay to the Company a contractual penalty of 0.1% (zero point one percent) of the amount of the Fee payable for the respective Assignment for each day of delay, provided that each such contractual penalty shall not exceed 10% (ten percent) of the Fee payable for the respective Assignment. Should the Company delay any payment in accordance with Clause 5.7, the Contractor is entitled to request the Company to pay a contractual penalty in the amount of 0.1% (zero point one percent) from the delayed amount for each day of delay, provided that the total amount of such contractual penalty payable by the Company under this Clause 13.2.3 shall not exceed 10% (ten percent) of the delayed amount. The contractual penalties shall be applied upon the sole discretion of the entitled Party under the Agreement considering the material consequences of the breach. Payment of the contractual penalty shall not release the Party from performance of any of its obligations under the Agreement. FORCE MAJEURE
CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Prospectus dated 7 September 2017 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein [for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom] and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news-home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”. [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the prospectus dated [original date] which are incorporated by reference in the Prospectus dated 7 September 2017 [and the supplemental Prospectus[es] dated [date]] which [together] constitute[s] [a base prospectus (the “Prospectus”) for the purposes of the Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant implementing measures in each Relevant Member State (the “Prospectus Directive”)]. This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive as implemented in the United Kingdom and must be read in conjunction with such Prospectus, including the Conditions incorporated therein. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus, together with these Final Terms and all documents incorporated by reference therein, is available for viewing at, and copies may be obtained from the registered office of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre 2, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and can also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/exchange/news/market-news/market-news- home.html under the name “Toronto-Dominion Bank” and the headline “Publication of Prospectus”.] (i) Issuer: The Toronto-Dominion Bank (the “Bank”) (ii) Branch: [Main Toronto Branch located at the Executive Offices at the address indicated at the back of the Prospectus]/[London Branch] (iii) Guarantor: TD Covered Bond (Legislative) Guarantor Limited Partnership (i) [Series Number:] [ ] (ii) [Tranche Number:] [ ]
EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.