ITC. For the consideration hereinafter provided and subject to the terms and conditions of this Agreement, at Closing, ITC shall assign, transfer, convey and deliver to the Company, free and clear of all Liens, and the Company shall acquire from ITC (the "ITC Contribution"), all right, title and interest of ITC in and to 2,750,000 preferred units of HH LLC held by ITC (the "ITC LLC Units"). At Closing, ITC shall deliver to the Company certificates or other documents representing the ITC LLC Units contributed by ITC hereunder, together with accompanying instrument(s) of assignment, duly endorsed in blank for the transfer of the ITC LLC Units to the Company.
ITC. Subject to the provisions of this Agreement, at Closing, the Company shall deliver to ITC, in exchange for the ITC LLC Units, certificates representing the number of shares of each class of the Company's capital stock as set forth on Exhibit 1 hereto.
ITC. 8.1 The Client shall be responsible for ensuring the ITC is compatible with the Services and the Client hereby acknowledges that:
ITC. ITC represents and warrants on a continuing basis that: (i) ITC has the right to enter this Agreement, is a corporation duly organized, validly existing and in good standing under the laws of the State of California, (ii) has the power and authority, to execute and deliver this Agreement and to perform its obligations hereunder, (iii) it has by all necessary corporate action duly and validly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) it has not and will not during the term of this Agreement enter into any agreement which conflicts with or which will result in any breach of, or constitute a default under, any note, security agreement, commitment, contract or other agreement, instrument or undertaking to which ITC is a party.
ITC. ITC represents and warrants to Detroit Edison as follows:
ITC. Seller shall cooperate with Purchaser such that Purchaser may claim the ITC with respect to the Project, and Seller shall take no action that could adversely affect Purchaser’s ability to claim the ITC with respect to the Project.
ITC. To the extent that the Overnite Consolidated Group has --- generated ITC (under former section 38 of the Internal Revenue Code of 1954, as amended) on qualified property, and to the extent that the Combined Consolidated Group is not limited in its utilization of such ITC, whether attributable to the current period or by way of a carryback or carryforward, the Overnite Consolidated Group shall be allocated its full ITC based on its separate qualified property. If the Combined Consolidated Group does not fully utilize its ITC for any period, the Overnite Consolidated Group shall be allocated its pro rata share of the Combined Consolidated Group's ITC benefit for such period determined by multiplying such benefit by a ratio the numerator of which is the ITC generated by the Overnite Consolidated Group for the period and the denominator of which is the sum of the numerator and the ITC generated by all UPC Divisions for the period. The Overnite Consolidated Group shall be allocated any tax benefit attributable to ITC carryovers when and if the Combined Consolidated Group realizes such benefit in a subsequent period as determined (on a first-in, first-out basis) by applying the foregoing allocation principles in such subsequent period.
ITC. Non T&D and non multisecteur entities with I.T.C. people to be transfered to T&D local entities (?) : — Sweden from ALSTOM Power Sweden AB — Italy from ALSTOM Power Italia Spa — Poland from ALSTOM Power Table of Contents Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein. CATEGORY B COUNTRIES COUNTRIES SECTION Xxxxx Xxxxxxxx 00 Xxxxxxx 00 Xxxxxxx 13 Ireland 21 Korea 24 Xxxxxx 00 Xxxxxxxxx 26 Morocco 30 Panama 36 Portugal 38 Miscellaneous 53 A) — ALGERIA — JORDAN — KOWEIT — LYBIA — SAUDI ARABIA — SYRIA — UZBEKISTAN B) — BANGLADESH — PHILIPPINES — MOZAMBIQUE C) — VIETNAM D) — BULGARIA — CROATIA — DENMARK — GEORGIA — IRAN — KENYA — KHAZAKSTAN — MOLDAVIA — PERU — ROMANIA — SERBIA — UKRAINIA — TAIWAN Table of Contents Any text removed pursuant to the confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[* * *]” herein.
ITC. DeltaCom shall not assign to the BellSouth Central Office any personnel with records of felony criminal convictions. ITC/\DeltaCom shall not assign to the BellSouth Central Office any personnel with records of misdemeanor convictions (other than traffic offenses) without advising BellSouth of the nature and gravity of the offense(s). BellSouth reserves the right to refuse building access to any ITC/\DeltaCom personnel who have been identified to have misdemeanor criminal convictions. Notwithstanding the foregoing, in the event that ITC/\DeltaCom chooses not to advise BellSouth of the nature and gravity of any misdemeanor conviction, ITC/\DeltaCom may, in the alternative, certify to BellSouth that it shall not assign to the BellSouth Central Office any personnel with records of misdemeanor convictions (other than traffic offenses).
ITC. ITC represents and warrants to Leasing that (i) ITC is a Nevada corporation in good standing, whose execution and delivery of this agreement, and closing under this agreement, have been duly authorized.
