Virgin Islands. No country-specific provisions. United Kingdom
Virgin Islands. No country-specific provisions. United Kingdom Tax Withholding. The following provision supplements Section I (Payment of Taxes) of this Appendix A: Participant expressly agrees that Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company, the Employer and/or by Her Majesty’s Revenue & Customs (“HRMC”) (or any other tax authority or any other relevant authority). Participant also hereby agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act) and the indemnification of the Company and the Employer is viewed as a loan, Participant will be ineligible for such a loan to cover income tax. In the event that Participant is a director or executive officer and income taxes are not collected from or paid by Participant within ninety (90) days after the end of the tax year in which the event giving rise to the income tax obligation arose, the amount of any uncollected income tax may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant acknowledges that Participant will be responsible for reporting any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as applicable) for any employee NICs due on this additional benefit which may be recovered from Participant by the Company or the Employer at any time thereafter by any of the means referred to herein. **************************
Virgin Islands. The execution of this Agreement and Buyer's performance thereunder has been duly authorized under the terms of its corporate charter and governing documents and the Closing shall not result in the breach of any contract or other obligations by which the Buyer is bound.
Virgin Islands. Osmose, Inc. is currently a defendant in a putative class action lawsuit filed in the United States District Court of the Virgin Islands. The plaintiffs claim, on behalf of themselves and others similarly situated, that Osmose, Inc.’s wood preservative products and formulas are defective, and the complaint alleges the following causes of action: breach of contract, negligence, strict liability, fraud and violation of Virgin Islands Consumer Fraud and Deceptive Business Practices statute. The putative class is defined as all users (residential or commercial) of wood products treated with Osmose wood preserving products in the United States who purchased such wood products from January 1, 2004 to the present. Alternatively, plaintiffs allege that the putative class should be all persons and entities that have owned or acquired buildings or other structures physically located in the U.S. Virgin Islands that contain wood products treated with Osmose wood preserving products from January 1, 2004 to the present. The complaint alleges plaintiffs are entitled to unspecified “economic and compensatory damages”, punitive damages, costs and disgorgement of profits. The complaint further requests a declaratory judgment and injunction to establish an inspection and disposal program for class members’ structures. The lawsuit was filed on July 16, 2014 and Osmose Inc.’s responsive pleading is due on August 18, 2014. However, Koppers Inc. understands that Osmose, Inc. is seeking a 21-day extension of time to file its responsive pleading. Koppers Inc. understands that the Court has not yet scheduled a class certification hearing or trial. Koppers Holdings Inc. has not provided a reserve for this matter because it is not a party to this lawsuit. In addition, even if Koppers was a party, it cannot reasonably determine the probability of a loss, and the amount of loss, if any, cannot be reasonably estimated. The timing of resolution of this case cannot be reasonably determined.
Virgin Islands. This Agreement contains the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior arrangements, writings, representations, and negotiations relating thereto. Finally, this Agreement may not be amended or modified except by an instrument in writing signed by all of the parties.
Virgin Islands. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
Virgin Islands. The Executive Committee shall cause to be executed, filed and published all such certificates, notices, statements or other instruments required under the laws of any jurisdiction.
Virgin Islands. The copies of the Corporation's Articles of Incorporation and all amendments thereto as of the date of this Agreement and of the Corporation's By-Laws and all amendments thereto as of the date of this Agreement, which have been certified by the Corporation's Secretary and delivered to Buyer, are complete and correct as of the date of this Agreement. The Corporation or its subsidiary, PFC-EC, as the case may be, are qualified to do business and are doing business in the British Virgin Islands, Antigua and Anguilla and are qualified to operate and are in good standing in each such jurisdiction.
Virgin Islands. B. If the Buyer sells the Corporation, its stock or all its assets, the Buyer shall have the right to assign the covenant set forth above. Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X.X.
Virgin Islands. Should the EIRP performance of the Telstar 5 transponder vary by minus 2dBW from the values in the above table, or if the G/T performance of the Telstar 5 transponder varies by minus 2 db/k from the values in the above table, as measured by SKYNET at its earth station in Hawley, Pennsylvania, the transponder will be considered to have a failure. The above table summarizes minimum (worse case transponder during winter solstice) CW (Continuous Wave) Saturation EIRP values at End-of-Life for the Telstar 5 C-band transponders at the Edge of Coverage (EOC) and minimum G/T values at End-of-Life for the Telstar 5 C-band transponders at EOC. LORAL SKYNET PROPRIETARY CALIFA/PLAYBOY 2/8/99 EXHIBIT B TRANSMISSION PARAMETERS C-BAND TRANSMISSION PARAMETERS FOR C-BAND TRANSPONDERS
