Following the Effective Date. (a) Following the commencement of at least one lease for any portion of the Project, Operating Member shall prepare or cause to be prepared a statement setting forth the calculation of Operating Cash Flow for each period of time, but not less often than monthly, at the end of which period the Company is to make periodic distributions of Operating Cash Flow as provided in Section 9.3, and the Company shall furnish a copy of such cash flow statement to each Member within twenty-one (21) days after the end of such period;
Following the Effective Date. (a) The Purchaser shall pay in accordance with law all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over its counters, through any check clearing house or otherwise, by depositors whose Deposit Liabilities are assumed by the Purchaser, whether drawn on the checks, withdrawal or draft forms provided by the Seller, or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors whose Deposit Liabilities are assumed by the Purchaser. The Purchaser's obligation to honor checks, withdrawal or draft forms provided by the Seller and carrying its imprint and properly presented to the Purchaser shall expire on the later of (i) the date upon which the Purchaser may, under applicable law, refuse to pay such check, withdrawal or draft; or (ii) the close of business on the 210th business day following the Effective Date.
Following the Effective Date the Buyer shall, and shall cause each Subject Company to, indemnify and save the Seller and its affiliates harmless from any and all (i) liability for Taxes of the Subject Companies for any taxable period ending after the Effective Date (except to the extent such taxable period began before the Effective Date ("Interim Period"), in which case the Buyer's indemnity will cover only that portion of any such Taxes that are not attributable to the Short Period), (ii) federal and state income taxes that exceed one million one hundred sixty-five thousand dollars ($1,165,000) up to one million dollars ($1,000,000) and (iii) all liability for reasonable costs and expenses with respect to Taxes indemnified hereunder. Any indemnity payment required to be made by the Buyer pursuant to this Article III shall be made within 30 days of written notice from the Seller. The indemnity provided in (b)(ii) shall only apply to federal and state income Taxes resulting from those adjustments which are considered to be permanent differences of the Subject Companies and which are attributable to tax periods commencing after 12/31/91 and ending before 1/1/97. The indemnity provided above in (b)(ii) shall not apply to adjustments which are considered to be temporary differences and which affect the basis of assets owned by the Subject Companies or result in credits or refunds which are to be realized by Seller in any tax period. Subject to the provisions of Section 3.2.1, Buyer and the Subject Companies will not have any responsibility to indemnify Seller for any claim made pursuant to this subsection (b) to the extent such claim is made after the date which is five years after the Effective Date. -3- 3.1.2
Following the Effective Date. (i)Following the Effective Date, you will be compensated for your service as Chairman of the Board in accordance with the Company’s policy for non-employee members of the Board (the "Director Compensation Policy"), provided, that the equity awards previously granted to you in connection with your service as an employee will continue to vest based on your service on the Board, as further described below. Notwithstanding the foregoing or anything to the contrary in the Director Compensation Policy, you will not receive the annual equity award to be granted to non-employee members of the Board pursuant to the Director Compensation Policy on the date of the 2019 annual meeting of the Company's shareholders. However, commencing in 2020 and annually thereafter during the term of your service as Chairman of the Board, you will receive an equity award equal to two times the standard annual equity award outlined in the Company’s Director Compensation Policy. These annual equity awards will be granted to you at the same time as the other non-employee members of the Board receive their annual equity awards under the Director Compensation Policy.
Following the Effective Date the Borrower shall provide the Agent with copies of the amended Shipyard Finance Facilities implementing the terms of the PPL Term Sheet and Keppel Term Sheet respectively by no later than 30 June 2022. Confirmations and undertakings 11. As and with effect from the Effective Date, the Obligors confirm that the aggregate payments of $12,000,000 due to PPL Shipyard Pte. Ltd. and the aggregate payments of $12,000,000 due to Keppel FELS Limited (or its affiliates) in each case payable during 2022 shall no longer be applicable as Permitted Payments for the purposes of the Facility Agreement unless and until the conditions to the amendments to the PPL Shipyard Finance Facility and/or the Keppel Shipyard Finance Facility are not met and the parties thereto revert to the terms and conditions of such Shipyard Finance Facilities in force prior to the Implementation Offering, which shall continue to remain in full force and effect. 12. In respect of the PPL Term Sheet and the Keppel Term Sheet, the Ultimate Parent undertakes to promptly provide written notice to the Agent in the event that: (a) the conditions precedent to the amendments to the PPL Shipyard Finance Facility and/or the Keppel Shipyard Finance Facility contemplated by the PPL Term Sheet and/or the Keppel Term Sheet are not expected to be satisfied or waived; or (b) the amendments contemplated by the PPL Term Sheet and/or the Keppel Term Sheet are not expected to be (or are not) implemented by 30 June 2022. 13. The Obligors and Intermediate Holdco confirm that in the event that: (a) the amendments to the respective Shipyard Finance Facilities revert to the terms in force prior to the Implementation Offering as a result of the reversion provision in the PPL Term Sheet and/or the Keppel Term Sheet; or (b) the terms of the PPL Term Sheet and/or the Keppel Term Sheet are amended, waived or otherwise modified in any respect (either prior to the Implementation Offering or thereafter (having been reflected in the relevant documentation with Keppel and/or
Following the Effective Date. Offeror intends to carry out a detailed review of Target’s business and operations, to identify any areas of duplication or overlap and to optimize the structure of the merged business units of the Combined Group. In order to deliver any financial and operational synergies, Offeror and Target recognise that completion of the Acquisition may result in an integration and restructuring process for the Combined Group with consequent limited terminations of employment, including termination by reason of redundancy or other similar concept under any applicable law.