Implementation Principles Sample Clauses

Implementation Principles. The MOU signifies the intention of the Parties to act in good faith to sponsor and support legislation effecting elements of the Plan to be implemented by legislation and to act in good faith to negotiate final agreements for those elements of the Plan that are to be implemented by contract. As part of such intention, each Party will allow for reasonable due diligence by the other Party, and SCE will not seek to sell, encumber or otherwise dispose of the transmission assets to any other person or entity or submit any application in respect of the same to the CPUC or FERC. This MOU shall be terminable by either Party upon written notice to the other in the event that such legislation is not passed and the Definitive Agreements are not executed by August 15, 2001 unless the Parties otherwise agree. This MOU shall also be terminable in the event that any of the following (each, a "Material Adverse Change") occurs: (a) in the event any law is passed, adopted or repealed or regulatory action taken which, in the good faith judgment of such Party, would materially impede or frustrate the ability of the Parties to effectuate all of the elements of the Plan as a package; (b) as set forth above, in the event that all of the actions and approvals expressly characterized herein as "CPUC Implementing Decisions" have not been taken or adopted on or before sixty (60) days after the date this MOU is signed by all Parties; (c) in the event of the adoption of or any change in any applicable rule, regulation or order which would have a material adverse effect on any Party or which, in the case of SCE, would include the failure on the part of the CPUC, following a motion therefor filed on behalf of SCE (i) to extend SCE's existing non-generation Performance Based Ratemaking and cost of capital mechanisms until SCE's new GRC is implemented; (ii) to terminate the Accelerated Cost Recovery and Reduced Cost Recovery ("ACRA/RCRA") mechanisms; (iii) to permit the amortization of the RCRA reserve, in accordance with prior CPUC decisions; (d) in the event that any material penalty is imposed by the CPUC in respect of the relationship between SCE and EIX prior to the date hereof, including without limitation any of the matters raised in Order Instituting Investigation 01-04-002 or (e) in the event any bankruptcy xxxxxxxxng in respect of any Party is commenced. In the event of termination of this MOU or any failure of the Definitive Agreements to be executed or become effective, there ...
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Implementation Principles. 3.1.1 PR and FB agree that the rights and obligations of AD set out in this Agreement shall subsist only from the date on which AD adheres to this Agreement in accordance with Clause 3.1.2.
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Implementation Principles. USAID promotes the consideration of a number of critical principles, as follows:
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Related to Implementation Principles

  • General Principles 9.2.1 Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • Definitions Principles of Construction 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction 26

  • General Construction Principles Words in any gender are deemed to include the other genders. The singular is deemed to include the plural and vice versa. The headings and underlined paragraph titles are for guidance only and have no significance in the interpretation of this Agreement.

  • Definitions and Principles of Interpretation The following definitions in clause 1.1 shall be replaced as follows:

  • Definitions and Principles of Construction Section 1.1 Defined Terms 1 Section 1.2 Principles of Constructions 1

  • Definitions General Interpretive Principles Section 1.01. Defined Terms 1 Section 1.02. General Interpretive Principles 8 ARTICLE II

  • Applicable Principles Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or 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 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 a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

  • Accounting Terms and Principles (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP.

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

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