Equitable Principles Sample Clauses

Equitable Principles. Our opinions are subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing. In applying such principles, a court, among other things, might limit the availability of specific equitable remedies (such as injunctive relief and the remedy of specific performance), might not allow a creditor to accelerate maturity of debt or exercise other remedies upon the occurrence of a default deemed immaterial or for non-credit reasons or might decline to order a debtor to perform covenants in the Credit Agreement.
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Equitable Principles. The parties acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Standstill Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction to prevent any breach of the provisions of this Standstill Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, in addition to any other remedy to which they may be entitled at law or in equity.
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Equitable Principles. The Executive represents and warrants that this Agreement is executed and delivered after OXiGENE recommended and provided an opportunity to the Executive to seek advice of legal counsel.
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Equitable Principles. Our opinions are subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing.
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Equitable Principles. You agree that, in the event of a breach or alleged breach, it will not be possible to adequately measure the loss suffered by Unemployment Tracker, and that, because of the competitive nature of the industry, the injury to Unemployment Tracker resulting from a breach of the Agreement will be irreparable. Therefore, Unemployment Tracker will be entitled to a temporary restraining order and preliminary and permanent injunctive relief to halt any actual or threatened violation of the Agreement, as well as any measurable damages sustained. You also agree that You shall be obligated to reimburse Unemployment Tracker for all actual costs, including reasonable attorney fees, which may be incurred by Unemployment Tracker in the enforcement of this Agreement.
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Equitable Principles. Arbitral tribuna a debate as to whether there is a difference between an equity clause, a clause requiring the arbitral t ribunal to decide the dispute ex aequo et xxxx, and a clause that permits the arbitral tribunal act as amiable compositeurs. The only difference which comes to mind is that an equity clause would free the arbitral tribunal from the 1 ICC Arbitration Rules, article 172; UNCITRAL Arbitration Rules, article 33.3 2 Article 28(4). 3 Xxxxx Xxxxxxx and Xxxxxx Xxxxxx with Xxxxx Xxxxxxxx and Xxxxxxxxxxx X xxxxxxxxx, Law and Practice of International Commercial Arbitration , 4 th Edn., Xxxxx and Xxxxxxx, 2004 (117), See also Xxx Xxxxxxxx, The Freshfields Guide to Arbitration and ADR: clauses in International Contracts, Kluwer Law International 1999, Edn.,p.22 . 4 ICC Publication No. 400. constraints of national law while a clause requiring the arbitral tribunal to act ex aequo et xxxx only permits the arbitral tribunal to lessen the effects of a harsh law. 1 For instance that the arbitral tribunal: Should apply relevant rules of law to the dispute, but may ignore any rules which are purely formalistic (for example, a requirement that the contract should have been made in some particular Form); or Should apply relevant rules of law to the dispute, but may ignore any rules which appear to operate harshly or unfairly in the particular case before it; or Should decide according to general principles of law; or Xxx ignore completely any rules of law and decide the case on its merits as this strike the arbitral tribunal. Commentators generally reject this fourth alternative. 2 Equity clauses usually fall into two distinct categories. The first category permits the arbitral tribunal to act without applying all the principles of the relevant law. The second category permits the arbitral tribunal to decide in accordance with some principles (not related to national law). These clauses usually refer to principles
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Equitable Principles. Lottery selection shall be guided by recognizing the following order of priority for admission:
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Related to Equitable Principles

  • Applicable Principles Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the Units acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustment and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment or Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) all Tax Benefit Payments attributable to the Basis Adjustments (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference Assets for the Corporate Taxpayer and (B) have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate Taxpayer in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

  • Objectives and Principles 1. The Parties acknowledge the importance of customs and trade facilitation matters in the evolving global trading environment.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof.

  • Principles 1.1.0 The Trust will be governed by the employee representatives and the employer representatives, together with the Crown;

  • General Principles Each Party undertakes to take part in the efficient implementation of the Project, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under the Grant Agreement and this Consortium Agreement as may be reasonably required from it and in a manner of good faith as prescribed by Belgian law. Each Party undertakes to notify promptly, in accordance with the governance structure of the Project, any significant information, fact, problem or delay likely to affect the Project. Each Party shall promptly provide all information reasonably required by a Consortium Body or by the Coordinator to carry out its tasks. Each Party shall take reasonable measures to ensure the accuracy of any information or materials it supplies to the other Parties.

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

  • General Interpretive Principles For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

  • Operating Principles (i) During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto) (i) in the ordinary course of business, (ii) in compliance with applicable Law in all material respects, (iii) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites and (iv) in a manner that shall not be less than the general standard of care in the tower industry. Without limiting the generality of the foregoing, during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of AT&T Collocator (A) manage, operate or maintain such Site in a manner that would (x) diminish the expected residual value of such Site in any material respect or shorten the expected remaining economic life of such Site, in each case determined as of the expiration of the Term of such Site, or (y) cause such Site or a substantial portion of such Site to become “limited use property” within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site) or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by the collocator under such Collocation Agreement) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents.