EIGHTEEN. The parties expressly agree that this Agreement may be terminated in the event of default or the partial, late or defective compliance with any of the obligations assumed herein. If the party affected by the non-compliance or the partial, late or defective compliance decides to terminate this agreement, it shall send a notarial letter to the other party requesting it to satisfy the non-fulfilled obligation or the obligation that was partially, lately or defectively fulfilled within a term of no less than fifteen (15) days, under penalty of automatically terminating the Agreement. If the obligation is not fulfilled within the established term, this Agreement shall be terminated, without prejudice to the right to demand the indemnity for damages and/or loss of profit, if applicable. The parties expressly agree that if the Sellers terminate the Agreement based on the grounds of default or on the partial, late or defective compliance by MPC with the payment of the Royalties during three (3) or more consecutive semesters, the ownership of the Mining Rights shall be automatically transferred in favour of the Sellers or their successors, without any subsequent payment by the Sellers.
EIGHTEEN. Government Regulations - TENANT agrees and undertakes to abide by and comply with any and all rules, regulations and requirements of the Planning Board of Puerto Rico, the Department of Health, the Environmental Quality Board, the Environmental Protection Agency (EPA), where applicable and/or of any other governmental agency, having jurisdiction thereon applicable to TENANT'S operations at the Premises and/or products to be manufactured thereat, and if requested by LANDLORD, TENANT shall submit evidence of such compliance; it being agreed and understood that noncompliance with any and all such rules, regulations and requisites shall be deemed an additional event of default under the provisions of this Contract, unless remedied within thirty (30) days after receipt of notice thereof. Any and all improvements to the Premises required by any governmental agency, having jurisdiction thereon so as to carry TENANT'S operations in accordance with the regulations and requisites thereof, shall be at TENANT'S own cost and expense, except for any improvements that may be required as a result of any violation by LANDLORD that may exist at the effective date hereof other than violations caused by TENANT or TENANT'S agents. TENANT further agrees and undertakes to install in the Premises, at its own costs and expense, such devices as may be necessary to prevent any hazard, which may be caused or created by its operations from affecting the environmental integrity of the landsite or causing any nuisance to adjacent TENANTS and/or the community in general; it being agreed and understood that creating or causing any such nuisance, shall be deemed an additional event of default under the provisions of this Contract. TENANT further agrees and undertakes to abide by and comply with any and all rules, regulations and requisites of the Fire Department relative to the use and storage of raw materials, finished products and/or inflammable materials, and/or of any other governmental agency, having jurisdiction thereon applicable to TENANT'S operations at the Premises, and if requested by LANDLORD, TENANT shall submit evidence of such compliance; it being agreed and understood that noncompliance by TENANT with any of the aforementioned rules, regulations and requisites shall be deemed, in each of such cases, an additional event of default under the provisions of this Contract, unless remedied within thirty (30) days after receipt of notice thereof. If as a consequence of the foregoi...
EIGHTEEN. GUARANTEE.- To guarantee fulfillment of all and each of BORROWER'S liabilities as well as punctual and due payment both of principal as of ordinary interest and interest on arrears caused by the latter, charges, costs, expenses or taxes and any other payment liabilities assumed or that result for BORROWER'S account under the terms of this Instrument and of other documents related to the Loan, FOREIGN TRUSTEE AND GUARANTOR establish a chattel guarantee over the rights of collection to which GUARANTOR may be entitled according to the Foreign Trust, in order to keep an estimate of 1.75: 1 (ONE POINT SEVENTY-FIVE TO ONE) between the amount of the Foreign Portfolio placed as guarantee and the balance due of the Loan. If due to any circumstance the Foreign Portfolio in the Foreign Trust were insufficient to sustain the estimate indicated in the preceding paragraph GUARANTOR binds itself that within a term not above 15 (fifteen) calendar days it will establish a Mexican Trust with the Mexican Trustee. The National Portfolio in Dollars and the National Portfolio in Pesos and UDIS, the last two for their equivalent in Dollars, that are affected under the Mexican trust must add up to an amount that at all moment represents a minimum proportion of
EIGHTEEN. (18) days sick leave per year shall accrue to a full-time employee at the rate of one and one-half (1½) days for every month an employee is employed.
EIGHTEEN. The Ordinary General Assembly shall be deemed to be legally constituted by virtue of the first notice, if at least (50%) fifty percent of the share capital is represented. In the event of a second notice, it will be legally constituted regardless of the number of shares represented by the shareholders present and its decisions will be valid only if the majority of the shareholders present vote in favor of these decisions. The Extraordinary General Assembly shall be deemed to be legally constituted by virtue of the first notice, if at least three quarters of the share capital is represented. In the event of a second notice, it shall be legally constituted regardless of the number of shares represented and its decisions will be valid, in both cases, only if at least 50% percent of the share capital is represented by the shareholders present. = ARTICLE NINETEEN.- The Assembly will be chaired by the Sole Administrator, or the Chairman of the Board of Directors, or anyone who normally substitutes for him in his/her duties. In the absence of the aforementioned, the Assembly will be chaired by the shareholder selected by the attendees. The Secretary of the Assembly will be the same person serving as the Secretary on the Board. In his/her absence, or if the company is managed by a Sole Administrator, someone who is not necessarily a shareholder may be selected by the majority of the shareholders present, to be the Secretary. The Chairman will appoint two scrutineers. Voting will be based on economic value, unless at least three of the shareholders ask that it be nominal. Each Assembly of Shareholders will have minutes that will be entered into the respective book, and this document must be signed by the Chairman, the Secretary and the Scrutineers, as well as by the Statutory Auditor(s) present. The documents submitted for consideration by the Assembly will be attached to the appendix. [stamp:] [illegible] [stamp:] CERTIFIED [stamp:] [illegible] [stamp:] [illegible] José Juan Castañon Gonzaléz [stamp:] [illegible] [stamp:] [illegible] Notary Public Number Five
EIGHTEEN. The relationship between the parties will be governed by the provisions of this Contract and subsidiarily by the Argentinean Mining Code and applicable Argentinean legislation. Any controversy in the application or interpretation of this Contract will be subject to the jurisdiction of the Ordinary Courts of the City of San Salvador de Jujuy, with any other jurisdiction or legislation being waived. NINETEEN: If either of the parties were to fail to fulfil any obligation established in this Contract, the party affected by such omission will notify the party in default in writing and in a reliable manner of the said omission and the latter will not lose the rights conferred by this Contract, unless within thirty (30) calendar days from receipt of such notification, he has not taken all reasonable measures to remedy his non-fulfilment. If the party in default ceases to take the relevant measures to remedy his non-fulfilment within that period, the affected party will have the right to demand the remedy of such non-fulfilment through the courts or by any other means he deems appropriate, without prejudice to what is established in article EIGHT with regard to the rescission of the Contract.
EIGHTEEN. All payments to be made by the BORROWER to the LENDER will be made without any withholding or compensation. When the BORROWER is required by law to withhold any amount from the LENDER on the aforesaid payments, the former agrees to pay additional amounts necessary to ensure that the LENDER receives the amount of the payments after any withholdings are made from them, as if the latter had not occurred. The interest rate that will be stipulated under Clause Six will be determined taking into consideration that the LENDER is required to pay its external financing sources the Income Tax that such entities residing abroad are required to pay in Mexico for interest paid to them by the LENDER. Therefore, the BORROWER is required to pay the LENDER the amounts pertaining to an increase in such tax rate in effect on the interest payment date, unless in the document establishing the interest rate or bases for determining it, such contingency is added as a variable portion of the surcharge.
EIGHTEEN. If any of “THE SECURITIES” in “THE ACCOUNT” that compose “THE CUSTOMER’S” portfolio cease to be registered with the National Registry of Securities [Registro Nacional de Valores] under the National Banking and Securities Commission or any other similar foreign authority, and as result “BANCOMER” is unable to exercise the inherent entitlements of said “SECURITIES”, “BANCOMER” shall notify “THE CUSTOMER” of said situation so that “THE CUSTOMER” may instruct “BANCOMER” accordingly. If there is no reply forthcoming within one month as of the date of notice, “BANCOMER” shall keep the “THE SECURITIES” deposited in custody and shall stop any act of administration regarding said “SECURITIES”, and “THE CUSTOMER” agrees to pay “BANCOMER” the custody fees according to the rate in force for such service, as well as the expenses resulting from said custody. If any of “THE SECURITIES” in “THE CUSTOMER’S” portfolio cease to be registered with the National Registry of Securities or its special section (SIC), and INDEVAL [Securities Depositary Institution], or if the institution where the securities are deposited requests the physical withdrawal of the securities “BANCOMER” shall notify “THE CUSTOMER” in writing of said situation immediately after it is made public by any official institution such as the Mexican Stock Market, INDEVAL, CNBV, Central Bank, subcustody individual or foreign authority, etc. to have “THE CUSTOMER” give the necessary instructions to subdivide, endorse and physically deliver the securities. In no case shall BANCOMER be obliged to physically deliver the SECURITIES to a domicile other than THE CUSTOMERS domicile.
EIGHTEEN. The LESSEE shall be solely responsible for, and shall indemnify, defend and hold harmless LESSOR from and against any and all taxes, tariffs, duties, fees, and Argentine government penalties. LESSEE shall be solely responsible to arrange and pay for all required permits (including work permits), customs and immigrations clearances, governmental permissions, and the removal of government impediments necessary to fulfill the purposes of this Agreement.
EIGHTEEN. It is expressly agreed that the doubts and controversies arising from the execution of this agreement will be amicably settled by the parties, and those that cannot be settled by this venue will be decided by the Courts of the Republic. NINETEEN: This agreement is executed at “THE CORPORATION’s” complete risk, and “THE REPUBLIC” is exempt of liability if for reasons of an act of God or force majeure, for fires or safety measures of any order, or for another cause not attributable to “THE REPUBLIC, the programs that are planned on being performed are paralyzed or halted. TWENTY: “THE CORPORATION” accepts and it is so established that “THE REPUBLIC” may review the agreement every five (5) years in order to make the corresponding adjustments to the rent, if any. This term will begin once the time period referred [initials] One hundred fifty-five 155 to in Clause Fifteen has transpired. TWENTY-ONE: For all purposes of this agreement, the city of Caracas is chosen as special domicile, and the parties expressly state to submit to the courts of its jurisdiction. TWENTY-TWO: This agreement will enter into effect starting the date it is signed.- Two (2) copies with the same meaning and purpose are made, and they will remain in the possession of each of the parties. Caracas, on January the twelfth (12) of nineteen eighty-nine 1989). [stamp] [signature] CORPORACION FORESTAL IMATACA, C.A. “THE CORPORATION” [initials] [stamp] One hundred fifty-six 156 SUBALTERNATE OFFICE OF THE FIRST CIRCUIT OF THE PUBLIC REGISTER OF THE MATURIN MUNICIPALITY, MONAGAS STATE. MATURIN, FEBRUARY THE SEVENTH 7, TWO THOUSAND ONE. 190th and 141st. The preceding document corresponds to a LEASE AGREEMENT prepared by Xx. XXXXX XXXXXXXX LANZA. It was presented for notification by XXXXX XXXXXXXX XXXXX, of legal age and resident of this city, who read it, compared it and signed it before me and the undersigned Witnesses to this Instrument: Xxxxxx Xxxxx Xxxxxxx and Xxxx Xxxxxx Xxxxxx, Venezuelans, bearers of Identity Cards numbers V-4,024,718 and V-3,011,251, and along with me they attest to the accuracy of the copies.- It was registered under the number 18, Notary Ledger One, Volume 6. Fees according to Form H-01-0462648.- Copy Bs. 29,000.00 Pp: 1,160.00 Percentage Bs. 58,150.00 Value of Form Bs. 250.00 Total Bs. 88,560.00.- Autonomous Services in the amount of Bs. 69,758.00 paid on 02/06/2001.- According to Receipt number 00040731.- THE PRESENTER: IDENTIFIED HIMSELF AS: XXXXX XXXXXXXX XXXXX, Venez...