General Scope 1. This Convention shall apply only to persons who are residents of one or both of the Contracting States, except as otherwise provided in the Convention.
No Integration of Offerings or General Solicitation None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.
No General Solicitation; Placement Agent’s Fees Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to the Placement Agent in connection with the sale of the Securities. The fees and expenses of the Placement Agent to be paid by the Company or any of its Subsidiaries are as set forth on Schedule 3(g) attached hereto. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged the Placement Agent in connection with the sale of the Securities. Other than the Placement Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.
General Scope of Services Contractor promises and agrees to furnish all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply professional services, as more particularly described in Exhibit B (Statement of Work and Misc. Documents) attached hereto and incorporated herein by reference (collectively “Services”). All Services shall be subject to, and performed in accordance with, this Contract, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
No General Solicitation Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.
General Summary The Contractor shall be required to maintain all equipment in the Facility including, but not limited to the ventilating system, fire suppression, fire extinguishers, guard radio system, Traffic and Revenue Equipment, intercom system, Closed Circuit Television (CCTV), computers, guard tour verification hand held sensors and guard tour verification hand held stations, heat rise indicators, passenger elevators, roll down gates and all mechanical machinery, including replacement valve seats, valve bodies, door operating mechanism, car door hanger rollers, door saddle, pumps, and other required hydraulic elevator equipment, including cables, pulleys, tracks and other equipment for the cable elevator, ticket issuing machines, cash registers, fee indicators, toll equipment, and traffic counting apparatus. The Contractor shall maintain the 3M/Federal APD Auto Read-Fully Automated Traffic and Revenue System with Bar Code currently installed in the Facility. Contractor shall continue to maintain existing equipment and systems even if they are scheduled to be replaced. Failure to provide maintenance to any equipment or systems will result in the assessment of liquidated damages of $100.00/per day. All existing equipment and systems should be verified by each Bidder. At the commencement of this Contract, the Contractor shall re-key all appropriate locks in the Facility and provide NYCDOT with 2 sets of copies adequately identified for each lock that has been changed. Furthermore, the Contractor shall be required to maintain, at its own expense, all other equipment in the Facility, excluding equipment or systems designated for rehabilitation until such systems and equipment’s have been rehabilitated. Such maintenance shall include periodic testing, cleaning, lubrication, and preventive maintenance. Contractor shall maintain a record in the Facility of all such work. In addition, a written inventory of all furniture and all portable equipment owned by NYCDOT shall be taken on the effective date of this Contract, and signed by both parties. A similar inventory shall be taken at the expiration or termination of the Contract and signed by both parties. The Contractor is responsible for all structure, equipment and/or systems which may exist in spaces occupied or utilized in the performance of this Contract, including storage areas. The Contractor shall be responsible for the maintenance, care and custody of the Facility and all fixed and portable equipment and furniture and shall return same to NYCDOT in satisfactory condition when the contract expires or terminates. The Contractor agrees to maintain in good and safe condition required, electronic equipment, heating, and air conditioning equipment in the booths and in the manager office. The Contractor shall be responsible for the routine maintenance and cleaning of the Facility and shall inspect the Facility for dangerous conditions or defects, including but not limited to accumulations of grease or oil, broken glass, protruding objects, leaking gas tanks, broken or burned out lighting fixtures, litter, trip spots and hazards to tires. The Contractor shall immediately perform all necessary routine maintenance to remedy any such condition, defect, hazardous or public safety issue. Failure to provide immediate action to make condition safe can result in the assessment of $100.00/per day liquidated damages. When the Contractor does not provide satisfactory maintenance or service, the Contractor must pay to the City the value of such maintenance or service, when the value of such maintenance or service can be accurately determined. In the event that the value of said maintenance or service cannot be accurately determined, the Contractor shall be subject to the assessment of liquidated damages as noted below. The Contractor shall submit certified payrolls, sign in/out sheets, and proof of wage rate and/or supplemental benefits rate for any Work related to construction, reconstruction or maintenance of the Facility, including but not limited to, painting, concrete, brick, and plumbing. Subcontractor must submit Prevailing Wages Statement with Subcontractor Profile Form. Such documentation shall be submitted with the respective monthly invoices for the period of time the Work is carried out. Prevailing wages shall apply for this type of Work. The Contractor must obtain prior written approval from NYCDOT for any of its subcontractors to perform the Work. For further information, please refer to the Comptroller’s website, Labor Law, prevailing wage schedules, xxx.xxxxxxxxxxx.xxx.xxx.
General Solicitation Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.
No General Solicitation or General Advertising Neither the Company nor any Person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Shares.
GENERAL DESCRIPTION AND LIMITATIONS Competitive Supplier is hereby granted the exclusive right to provide All-Requirements Power Supply to Participating Consumers pursuant to the terms of the Program and this ESA. For the avoidance of doubt, Competitive Supplier shall be authorized to supply All-Requirements Power Supply only to Participating Consumers, and the Local Distributor will continue to have the right and obligation to supply electricity to Eligible Consumers who opt-out of the Program and remain on, or return to, Basic Service, until changes in law, regulation or policy may allow otherwise. Competitive Supplier further recognizes that this ESA does not guarantee that any individual Eligible Consumer will be served by the Competitive Supplier. In accordance with Article 3 below, all Eligible Consumers shall be automatically enrolled in the Program unless they choose to opt-out. In the event the geographic boundaries of the Town change during the term of this ESA, Competitive Supplier shall only be obligated to supply All- Requirements Service to those Participating Consumers located within the Town as such boundaries existed on the Effective Date of this ESA. As between the Parties, the Competitive Supplier has the sole obligation of making appropriate arrangements with the Local Distributor, and any arrangements which may be necessary with the ISO-NE so that Participating Consumers receive the electricity supplies to be delivered pursuant to this ESA. The Town shall specifically authorize the Local Distributor to provide, and Competitive Supplier the right to obtain and utilize as required, all billing and energy consumption information for Participating Consumers as is reasonably available from the Local Distributor. Competitive Supplier shall request consumption data for individual Participating Consumers from the Local Distributor via EDI. If further action is required by the Local Distributor to authorize Competitive Supplier to receive such consumption and billing data, the Town agrees to use Commercially Reasonable efforts, at Competitive Supplier’s cost, to assist Competitive Supplier, if so requested by it, in obtaining such information for Participating Consumers, including, without limitation, assisting Competitive Supplier in obtaining permission from such Eligible Consumers and/or the Department, where necessary as a prerequisite to the provision of such information. Competitive Supplier shall not be responsible for any errors that Competitive Supplier makes in the provision of All-Requirements Power Supply to the extent such errors are caused by errors or omissions in the information provided to it by the Local Distributor.
General specifications 6.1.1. A vehicle and its electrical/electronic system(s) or ESA(s) shall be so designed, constructed and fitted as to enable the vehicle, in normal conditions of use, to comply with the requirements of this Regulation.
