Other Miscellaneous. The Project 350 Award will contain other terms and conditions determined by the Compensation Committee.
Other Miscellaneous. This Agreement may not be modified or amended except in writing executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument. Neither party may assign this Agreement without the prior written consent of the other party. If any provision of this Agreement shall for any reason be held invalid or unenforceable by any court, governmental agency or arbitrator of competent jurisdiction, such invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. Any ambiguity in this Agreement shall not be construed against either party as the drafter. The parties hereto shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and no party shall have the power to bind or obligate another except as set forth herein.
Other Miscellaneous. This Agreement is governed by the laws of the Province of the Selling Dealer and shall be binding upon and ensure to the benefit of the heirs, successors and permitted assigns Global Warranty and you. Global Warranty (West Coast) Corporation (“Global Warranty”) is the duty appointed administrator of the Global Warranty Policy (“The Policy”) for Fenchurch General Insurance Company. Notice to Global Warranty is hereby deemed to be notice to Fenchurch. The obligations of your Agreement are insured by: Fenchurch General Insurance Company located at Promontory II, 0000 Xxxxx Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, under Master Surety Agreement #FG-GW01.
Other Miscellaneous. (a) The paragraph headings used herein are for reference purposes only and do not effect the meaning or interpretation of this Agreement. If any provisions of this Agreement are for any reason declared to be invalid or illegal, the remaining provisions shall not be affected thereby.
Other Miscellaneous. Provisions Under the Rights Agreement --------------------------------------------------------- The Exercise Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, or (ii) upon the distribution to holders of the Preferred Stock of any securities or assets (excluding regular periodic cash dividends). Significance of the Rights Until Exercised ------------------------------------------ Until a Right is exercised, its holder has no claim as a shareholder of the Company arising from the Right itself, including, without limitation, the right to vote or to receive dividends. While the initial declaration and distribution of the Rights will not be taxable to the shareholders or the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) of the Company or for common stock of an Acquiring Person as set forth above. Evidence of Ownership Of Rights ------------------------------- Until the Separation Date, (i) the Rights will be evidenced by the Common Stock certificates and will be transferred only with such Common Stock certificates, (ii) new Common Stock certificates issued after November 17, 1998, will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. To repeat, no separate Rights Certificates will ----------------------------------------------- be distributed unless and until a Separation Date occurs. The Rights will expire --------------------------------------------------------- at the close of business on November 17, 2008, unless earlier redeemed or exchanged by the Board as described above. After the Separation Date (except as otherwise provided above), Rights Certificates will be mailed to holders of record of the Common Stock as of the close of business on a Separation Date and, thereafter, such separate Rights Certificates alone will represent the Rights. Other Information Available --------------------------- This summary description of the Rights does not purport to be complete and i...
Other Miscellaneous. 42.1 This Head Agreement records the entire agreement between the parties in relation to its subject matter and supersedes any prior negotiations and communications between the parties in connection with its subject matter, whether written or oral.
Other Miscellaneous. The client will be responsible for the maintenance of the hardware, but any damage to the equipments / software by the technicians or Engineers of the vendor would cause recovery at market price of the damaged equipments from the seller or seller would be liable for replacement of equipment of same / higher make and model at the earliest so that services may be re-instated within minimum possible time.
Other Miscellaneous. A review and comment on the new law and its application within the county requiring LAFCO to review fire service contracts; of LAFCO’s consideration of fire risks when reviewing proposals that are located in a very high fire hazard zone; and of the presence and use of private fire protection services providers in Santa Xxxxx County.
Other Miscellaneous. (a) The paragraph headings used herein are for reference purposes only and do not effect the meaning or interpretation of this Agreement. If any provisions of this Agreement are for any reason declared to be invalid or illegal, the Return Assured, Inc. and - 6 - Xxxxxx.xxx Confidential remaining provisions shall not be affected thereby.
Other Miscellaneous. Provisions: Substantially consistent with the Existing Credit Agreement with such changes as are appropriate for a facility of this type or are otherwise required by the Required Lenders. Governing Law and Forum: New York law. Counsel to the Administrative Agent and the Lead Arranger: Sxxxxxx Xxxxxxx & Bxxxxxxx LLP ANNEX 2 Reward for Increasing Enterprise Value/ Enterprise Value Maximization Plan (EVMax) Summary Incremental executive plan designed to incent the delivery of longer-term financial goals Group 1 - To reward for the realization of maximum enterprise value Group 2 - To reward executives for time to emergence Participation Participation limited to executives that have broad enterprise wide responsibilities or those that can impact time to emergence. Select group will participate in both. All EVMax participants are also participants in the Variable Comp Plan. Performance Measure Group 1 - Enterprise wide Cash EBITDA as measured in accordance with approved plan Cash EBITDA at end of each year in two-year performance period (June 2010 and June 2011) Group 2 - Incremental savings not contemplated in plan (driven by time to emergence) Performance Award Group 1 – Cash payment based on pro-rata share of Cash EBITDA improvement over approved plan Cash EBITDA Group 2 – Cash payment based on a portion of saved professional fees due to early exit Performance Measurement Period Group 1 - One year at Fiscal Year End Group 2 - Time to Emergence Payout Frequency Group 1 - Paid at the end of 2010 Fiscal Year Group 2 - Paid in full at emergence with a 6 month claw back provision Annex 2-2 Annex 2-3 ANNEX 3 Pay for Performance/Variable Comp Plan Summary Broad-based plan designed to incent delivery of short-term, financial goals (incremental Cash EBITDA and Free Cash Flow) Participants Includes specified level employees which provides a consistent pay for performance philosophy among all executives Target Award Opportunities Target award opportunity (expressed as a % of base salary) established for each participant relative to employee grade level and criticality of role Performance Measure Cash flow and Cash EBITDA. Executives have 100% of their opportunity based on financial results. Performance will be measured at the corporate level with CEO discretion of +/- 10% at the operating unit level, assuming no change in total pool available. Performance Award Cash payment Performance Measurement Period Annual measure to recognize short-term goals and provide strong re...
