Fact Clause Examples

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Fact shall purchase the Defeasance Collateral that Borrower is required to deliver to Lender pursuant to Section 9(b)(i)(C)(1). If such an agreement is made then Borrower shall deposit with Lender or Lender's servicer or other agent, as directed by Lender or Lender's agent(s), on or prior to the Release Date a sum of money sufficient to purchase the Defeasance Collateral. By making such deposit Borrower shall thereby appoint Lender or Lender's servicer or other agent as Borrower's agent and attorney-in-fact, with full power of substitution, for the purpose of purchasing the Defeasance Collateral with the funds so provided and delivering the Defeasance Collateral to Lender pursuant to Section 9(b)(i)(C)(1).
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Fact. If in fact the undersigned is an affiliate of the Company under the Securities Act, the undersigned's ability to sell, assign or transfer the Buyer Common Stock received by the undersigned in exchange for any shares of the Company Common Stock in connection with the Merger may be restricted unless such transaction is registered under the Securities Act or an exemption from such registration is available. The undersigned understands that such exemptions are limited and the undersigned has obtained or will obtain advice of counsel as to the nature and conditions of such exemptions, including information with respect to the applicability to the sale of such securities of Rules 144 and 145(d) promulgated under the Securities Act. The undersigned hereby represents to and covenants with Buyer that the undersigned will not sell, assign, transfer or otherwise dispose of any of the Buyer Common Stock received by the undersigned in exchange for shares of the Company Common Stock in connection with the Merger except (i) pursuant to an effective registration statement under the Securities Act, (ii) in conformity with the volume and other limitations of Rule 145 promulgated under the Securities Act or (iii) in a transaction which, in the opinion of counsel of Buyer or as described in a "no-action" or interpretive letter from the Staff of the SEC specifically issued with respect to a transaction to be engaged in by the undersigned, is not required to be registered under the Securities Act. The undersigned understands that Buyer is under no obligation to register the sale, assignment, transfer or other disposition of the Buyer Common Stock to be received by the undersigned in the Merger or to take any other action necessary in order to make compliance with an exemption from such registration available. The undersigned acknowledges and agrees that the legend set forth below will be placed on certificates representing the shares of Buyer Common Stock received by the undersigned in connection with the Merger or held by a transferee thereof, which legend will be removed by delivery of substitute certificates upon evidence of compliance with Rule 145 under the Securities Act and, if requested by Buyer, receipt of an opinion in form and substance reasonably satisfactory to Buyer from counsel reasonably satisfactory to Buyer to the effect that such legend is no longer required for purposes of the Securities Act. There will be placed on the certificates for Buyer Common Stock is...
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Fact. The NHS has already been opened up to competition law and marketisation, e.g. through the Health & Social Care Act (2012). TTIP will prevent any future UK government from reversing this position. It will also ensure multinational healthcare corporations based in the US receive the same treatment as NHS providers, including equal access to NHS funding. Myth: Big corporations will not be able to use investment protection provisions to challenge UK laws. Fact: Investor protection measures in TTIP allow transnational corporations to by-­‐pass domestic courts and directly xxx national governments when they believe that new legislation threatens to put their company profits (or anticipated profits) at risk. The type of measure included in TTIP (currently Investor State Dispute Settlement or ISDS) is under review. However, the fear remains that the substantial damages and cost of being sued under investor protection provisions will put a ‘chill’ on government legislation. Myth: the sovereignty of national governments to regulate will not be affected.
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Fact. In addition, and at no cost to Pledgee, Pledgor will register the Securities so that they may be disposed of by public sale or other public disposition. Upon the completion of the registration, Pledgor will deliver certificates without any restrictive legend in exchange for the unregistered Securities. Pledgor shall indemnify and hold Pledgee harmless against any loss, claim, damage, or liability arising out of the registration process, and will reimburse Pledgee for any legal or other expenses incurred by Pledgee as a result.
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Fact. The SLA agreement authorized WD funding for one full time ground maintenance reservoir worker, not to exceed $50,674. Quarterly and periodic reports concerning reservoir maintenance, water levels and inspections are required. Finding: The Grand Jury audit revealed total payments for the worker of $84,888 thus exceeding the authorized SLA amount by $34,214. Managers at the WD and P & R were unaware of the overcharge. Further investigation found no evidence of maintenance reporting as stipulated between the WD and P & R. RECOMMENDATIONS
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Fact. The AFN followed the proper negotiation and consultation process as guided by legal requirements and its resolution mandates.
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Related to Fact

  • Attorneys-in-Fact Each of the Companies hereby authorizes and empowers the Administrative Agent, at its election and in the name of either itself, for the benefit of the Administrative Agent and the Lenders as their respective interests may appear, or in the name of each such Company as is owed Intercompany Indebtedness, to execute and file proofs and documents and take any other action the Administrative Agent may deem advisable to completely protect the Administrative Agent’s and the Lenders’ interests in the Intercompany Indebtedness and their right of enforcement thereof, and to that end each of the Companies hereby irrevocably makes, constitutes and appoints the Administrative Agent, its officers, employees and agents, or any of them, with full power of substitution, as the true and lawful attorney-in-fact and agent of such Company, and with full power for such Company, and in the name, place and stead of such Company for the purpose of carrying out the provisions of this Agreement, and taking any action and executing, delivering, filing and recording any instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which power of attorney, being given for security, is coupled with an interest and is irrevocable. Each Company hereby ratifies and confirms, and agrees to ratify and confirm, all action taken by the Administrative Agent, its officers, employees or agents pursuant to the foregoing power of attorney.

  • Attorney Each Party acknowledges and accepts that, if a Party is represented by an attorney in connection with the signing and/or execution of this Agreement or any other agreement, deed or document referred to in this Agreement or made pursuant to this Agreement and the power of attorney is governed by Dutch law, that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of its authority shall be governed by Dutch law.

  • Misstatement No benefits shall be paid under this Agreement if the Executive makes any material misstatement of fact on any application or resume provided to the Bank, on any application for life insurance purchased by the Bank, or on any application for benefits provided by the Bank.

  • Agents and Attorneys-in-Fact The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.

  • FACTS The Superintendent is the official charged with administering and enforcing Maine’s insurance laws and regulations.