Generally Applicable Sample Clauses

Generally Applicable. With respect to Sales; With respect to Referrals. a.
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Generally Applicable. The following provisions apply to Upline and all Agents of Upline:
Generally Applicable. The agreement for the Semi Disposition will provide terms so that the Surviving Corporation shall not assume or be responsible for and shall be indemnified by a financially viable entity for any A-39 Semiconductor Business Liability (as defined in Schedule 1.5(b)), including, but not limited to, the Semi Sale Taxes and obligations to make severance payments to employees of the Semiconductor Business. - The Surviving Corporation will also not assume or be responsible for and shall be indemnified by a financially viable entity for any liability with respect to any severance payments and related liabilities arising out of any termination of non Continuing Employees. - The Semi Disposition will include terms intended to maintain to the extent practicable the value of stock options currently held by the Semiconductor Business employees including, without limitation, possible acceleration or additional grants of options. - On or around the Separation Date, the Company will provide the Semiconductor Business with the Company's cash reserves excluding the sum of (i) the sixty million dollars ($60,000,000) due Parent, (ii) any amount necessary to pay all Taxes of the Company and its Subsidiaries accrued through the date of the Semi Disposition but not including Semi Sale Taxes or Semi Spin Taxes (the "Pre-Semi Disposition Taxes"), (iii) cash in an amount sufficient to pay the fees and expenses associated with the transactions contemplated by this Agreement, including, but not limited to, the fees and expenses of the Company's investment bankers, attorneys, accountants and other professional advisors, (iv) cash in an amount sufficient to pay the Semi Sale Taxes or the Semi Spin Taxes as the case may be, and (v) cash in an amount sufficient to make all severance payments to any employee of the Company who is not a Continuing Employee nor an employee of the Semiconductor Business (the "Retained Cash"). It shall be a condition to the Semi Disposition that the Company have cash reserves no less than the sum of the amount specified in clauses (i) through (v). - Notwithstanding anything in this Agreement or Schedule 1.5 to the contrary, to the extent that the amount provided by the Company to the Semiconductor Business has been reduced on account of certain liabilities under clauses (ii) through (v) of the preceding paragraph, such liabilities shall not be treated as Semiconductor Business Liabilities. SCHEDULE 1.5(B) ASSETS/LIABILITIES OF THE SEMICONDUCTOR BUSINESS

Related to Generally Applicable

  • Generally Accepted Accounting Principles Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be the recommendations at the relevant time of the Canadian Institute of Chartered Accountants, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided herein to be applicable on an unconsolidated basis) as at the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with generally accepted accounting principles applied on a consistent basis.

  • Generally All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

  • Accounting Principles Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.

  • Financial Accounting Practices The Borrower shall, and shall cause each of its Subsidiaries to, make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect its transactions and dispositions of its assets and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management's general or specific authorization, (b) transactions are recorded as necessary (i) to permit preparation of financial statements in conformity with GAAP and (ii) to maintain accountability for assets, (c) access to assets is permitted only in accordance with management's general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

  • Operating Principles The operations of the Bank shall be conducted in accordance with the principles set out below.

  • Accounting Practice Except as otherwise provided herein, all Mortgage Loan account records must be maintained according to (a) the Uniform Single Attestation Program for Mortgage Bankers and (b) where applicable, sound and generally accepted accounting practices.

  • Tax Accounting Practices The Tax Return shall be prepared consistently with past Tax accounting practices to the extent permissible under applicable Tax Law.

  • Accounting Practices All matters concerning this FuturesAccess Fund’s accounting practices shall be determined by the Sponsor on a fair and equitable basis, and all such determinations shall be final and conclusive as to all Investors. However, the Sponsor shall be under no obligation whatsoever to make any deviations from the allocations set forth in this Article II. In reporting Net Asset Values to Investors and third parties on an interim basis, the Sponsor shall be entitled to accrue fees and payments due at the end of a period as if such fees or payments were due (on a pro rata basis, if appropriate) as of the end of an interim period within such period.

  • Form Generally The Securities shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, the Internal Revenue Code of 1986, as amended, and regulations thereunder (the "Code"), or as may, consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities shall be in fully registered form. The Trustee's certificates of authentication shall be in substantially the form set forth in Section 2.3. Conversion notices shall be in substantially the form set forth in Section 2.4. Repurchase notices shall be substantially in the form set forth in Section 2.2. The Securities shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange (including on steel engraved borders if so required by any securities exchange upon which the Securities may be listed) on which the Securities may be quoted or listed, as the case may be, all as determined by the officers executing such Securities, as evidenced by their execution thereof. Upon their original issuance, Securities issued as contemplated by the Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons and bearing the Restricted Securities Legend. Such Global Security shall be registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Security, together with its Successor Securities which are Global Securities, are collectively herein called the "Restricted Global Security".

  • Property Generally Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Liens permitted by Section 7.02 and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

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