PDUS. The faculty member has completed thirty (30) Professional Development Units (PDUs) in three (3) or more professional development competency areas.
PDUS. The Faculty member has completed fifteen
PDUS. December 31;
PDUS. With respect to the submetered electricity consumption at the connected load serving the PDU’s which serve the Premises, Lessee shall pay the Actual Cost of its electrical usage, as reasonably determined by Lessor, times a cooling load factor as stated in the Basic Lease Terms. As used herein, “Actual Cost” shall mean the cost per kilowatt hour and cost per kilowatt demand, adjusted by applicable rate adjustments, to Lessor for the purchase of electricity from the public utility or other electricity provider furnishing electricity service to the Building from time to time, including sales and other taxes or other impositions imposed by any Governmental Authority on Lessor’s purchase of electricity.
PDUS agrees to Inland's request that The Program will not investigate or intentionally produce any data related to the geologic or mineral characteristics of the Property. The Program is intended for and restricted to water quality testing only. PDUS will allow and welcome any Inland employee (s) or agents (s) to be present during all work on the Program. PDUS will allow Inland to keep all drill hole cuttings which must be returned to PDUS only if and when PDUS purchases the Property.
PDUS and Xxxxx hereby agree to establish, as soon as possible after either PDUS or Buyer determines in good faith that "production of minerals for sale in commercial quantities" (as used in AS 38.05.207) from the Property probably will be commenced by either party, the precise boundary of the "Area of Interest" established under the Confidentiality Agreement. PDUS and Buyer shall establish said boundary either by agreement or pursuant to AS 09.45.020-09.45.050 (1994). Costs (except for attorney's fees) of establishing said boundary as described above shall be borne equally by PDUS and Buyer. Either party may seek to establish said boundary sooner than as described above, but the costs (except for attorney's fees) of establishing said boundary sooner shall be borne entirely by the party seeking to establish said boundary sooner. In any case seeking to establish the precise boundary of the "Area of Interest" established under the Confidentiality Agreement, each party shall be bear its own attorney's fees.
PDUS s rights shall include all other rights necessary or incident to or for its performance of its operations hereunder, including, but not limited to the authority to apply for all necessary permits, licenses and other approvals from the United States of America, the State of Alaska or any other governmental or other entity having regulatory authority over any part of the Property.
PDUS and Lessee agree that their relationship shall constitute a tax partnership within the meaning of Section 761(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and that, to the extent permissible under applicable law, their relationship shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes. Except for the tax partnership referred to in the preceding sentence and established pursuant to the provisions of Exhibit D attached hereto and incorporated herein by reference, nothing contained in this letter agreement or the Exploration Agreement shall be deemed to constitute either party the partner of the other, nor, except as otherwise herein expressly provided, to constitute either party the agent or legal representative of the other, nor to create any fiduciary relationship between them. It is not the intention of the parties to create, nor shall this letter agreement or Exploration Agreement be construed to create, any mining, commercial, or other partnership, other than the tax partnership as set forth in Exhibit D. Neither party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other party, except as otherwise expressly provided herein.
PDUS agrees to indemnify, defend and hold GAM, its officers, directors, successors and assigns, harmless from and against any and all claims, actions, suits, losses, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys' fees and other costs of defending the same (collectively, "Losses") arising from or related to (a) any breach by PDUS of any of its covenants or representations and warranties set forth in this letter agreement, or (b) any activities conducted by on or behalf of PDUS on the Property. GAM agrees to indemnify, defend and hold PDUS, its officers, directors, successors and assigns, harmless from and against any and all Losses arising from or related to (a) any breach by GAM of any of its covenants or representations and warranties set forth in this letter agreement, or (b) any activities conducted by or on behalf of GAM on the Property. The indemnification obligations set forth in this paragraph II.K and elsewhere in this letter agreement shall survive the termination of this letter agreement. For purposes of this paragraph II.K, the Parties agree that PDUS will be obligated to indemnify GAM for Losses arising out of or related to activities undertaken by PDUS during the Earn-In Period only to the extent those activities constitute gross negligence or willful misconduct on the part of PDUS.
