Non-Utilization. A-E understands and agrees that it is County that is so entitled to be safeguarded and protected by the confidentiality of the Work Product, which it has commissioned under this Agreement. A-E unqualifiedly agrees warrants and represents that it will not utilize or disclose any aspect of the Work Product as defined herein to others for any purpose, except as specifically described herein.
Non-Utilization. An employee may elect not to be utilized as an acting officer. This request must be put in writing by the employee on the appropriate division form and submitted to the Fire Chief.
Non-Utilization. (a) The provisions of this section 8.9 shall be available to Charterer if Charterer has informed Owner of a Designated Trade pursuant to section 6.2.
Non-Utilization. Borrower shall pay to Lender a Non-Utilization Fee in the event that the average calendar month-end aggregate outstanding balance of the Loan and the A&D Loan does not exceed $35,000,000, which test shall be measured (i) as of the end of the calendar month of the first anniversary of the Effective Date, which average shall cover the prior 6 calendar months, and (ii) as of the end of the calendar month of the second anniversary of the Effective Date, which shall cover the prior 12 calendar months. Borrower shall not be required to pay a Non-Utilization Fee with respect to any other time periods during the term of the Loan. Lender shall calculate the Non-Utilization Fee (if any) which is due with respect to such anniversary and shall send to Borrower an invoice setting forth (x) the amount of the Non-Utilization Fee, (xi) the underlying calculations of such fee and (xii) whether Lender intends to add such due and payable fee to the principal balance of the Loan, which shall be at Lender's sole and absolute discretion. If Lender decides to not add the Non-Utilization Fee to the principal balance of the Loan, then Borrower will pay such fee within 10 Business Days of Borrower's receipt of such invoice.
Non-Utilization. Fee: If for any reason (provided this transaction receives final approval of Lessor) the Lessee fails to request funding for at least 75% of the total Lessor’s Cost, Lessee shall promptly pay to Lessor a Non-Utilization Fee equal to 1% of any difference between the Lessor’s Cost and the total cost of the Equipment actually accepted or financed under the transaction. This Term Sheet includes only a brief description of the principal terms of the Proposed Transaction, and is intended for discussion purposes only. Please understand this proposal is not a commitment or offer to loan funds, and does not create any obligation for Lender. Lender will not be responsible or liable for any damages, consequential or otherwise, that may be incurred or alleged by any person or entity, including Borrower, as a result of this Term Sheet. Lender will notify you in writing of its decision if Borrower agrees to proceed with the Proposed Transaction after completing its review and analysis. Xxxx, thank you for the opportunity to be of service and I look forward to a favorable response to the above proposal. If you are in agreement with the terms and conditions enclosed, please sign and date this proposal and return it to my attention at: Banc of America Leasing ATT: Xxxx Xxxxx 000 Xxxxx Xxxxxxxxx, 0xx Xxxxx Xxxxx Xxxx, XX 00000 Sincerely, /s/ XXXX XXXXX Xxxx Xxxxx Vice President Banc of America Leasing & Capital, LLC Vical, Inc. By: /s/ XXXXXX X. XXXXXX Title: CFO Date: 12/23/03 Please choose one of the following: Fixed Rate Option: ý Floating Rate Option: o
Non-Utilization. Borrower shall pay to Lender a Non-Utilization Fee in the event that the average calendar month-end aggregate outstanding balance of the Loan and the A&D Loan (i) as of March 31, 2004 does not exceed $35,000,000 and (ii) as of March 31, 2005 does not exceed $50,000,000. The test measured as of March 31, 2004 shall cover the prior 6 calendar months and the test measured as of March 31, 2005 shall cover the prior 12 calendar months. Borrower shall not be required to pay a Non-Utilization Fee with respect to any other time periods during the term of the Loan. Lender shall calculate the Non-Utilization Fee (if any) which is due with respect to such anniversary and shall send to Borrower an invoice setting forth (x) the amount of the Non-Utilization Fee, (xi) the underlying calculations of such fee and (xii) whether Lender intends to add such due and payable fee to the principal balance of the Loan, which shall be at Lender's sole and absolute discretion. If Lender decides to not add the Non-Utilization Fee to the principal balance of the Loan, then Borrower will pay such fee within 10 Business Days of Borrower's receipt of such invoice.
Non-Utilization. Commencing on the Closing Date and forever thereafter, the Seller, the Special Shareholder, and/or the Shareholder shall never directly or indirectly utilize the Trade Secrets or the Confidential Information of the Seller, the Seller’s Affiliates, the Purchaser, or the Purchaser’s Affiliates for any purpose (including, but not limited to, for the purpose of directly or indirectly competing against the Seller, the Seller’s Affiliates, the Purchaser, or the Purchaser’s Affiliates, except in connection with the winding up and liquidation of the Seller subsequent to Closing or as otherwise authorized by this Agreement.
