xiv Sample Clauses

xiv. The Fund has complied in all previous tax years and intends to direct the investment of the proceeds of the Offer described in the Registration Statement and the Prospectus in such a manner as to continue to comply, with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended ("Subchapter M of the Code"), and is qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Code.
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xiv. The Fund has complied in all previous tax years, except for tax years for which the applicable statute of limitations has expired, and intends to direct the investment of the proceeds of the offering described in the Registration Statement and the Prospectus in such a manner as to continue to comply, with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended ("Subchapter M of the Code"), and has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Code.
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xiv. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Guarantor, the Trust and, to the extent provided in Section VIII hereof, the officers and directors of the Guarantor, the Trust and each person who controls the Guarantor or the Trust or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Offered Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. Time shall be of the essence of this Agreement. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement and the rights and obligations of the parties created hereby shall be governed by the laws of the State of New York. EXHIBIT A Opinion of Counsel for the Trust and the Guarantor The opinion or opinions of Squire, Sand▇▇▇ & ▇emp▇▇▇ ▇.▇.P., counsel for the Trust and the Guarantor, to be delivered pursuant to Section V(b) of the Agreement, shall be to the following effect (all terms used herein which are defined in the Agreement have the meanings set forth therein):
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xiv. The Fund intends to direct the investment of the proceeds of the offering described in the Registration Statement and the Prospectus in such a manner as to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended ("Subchapter M of the Code"), and is qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Code.
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xiv. The promoter had formulated a scheme to enable a person/party intending to have own Shop/Flat/Parking/Unit or premises in the said building named 360 EAST along with the undivided proportionate share and interest in the land on which the said building stands. The proportionate share or interest in the land is to be determined according to the constructed area comprising of the unit or premises proportionate to the total constructed area on the said land.
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xiv. For the avoidance of doubt, the Purchased Assets shall not include any Subsidiaries of Seller.
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xiv. At all times during the term of this Agreement, the shared goals of the District and County shall be to (a) strive to meet the Joint Library support needs of the College and its students, faculty and guests, and of ▇▇▇▇▇▇ County and the residents of the County; and (b) share certain costs, library collections and materials, library facilities, staffing and purchasing, with a minimizing of duplication of services and functions as much as possible.
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xiv. 1 ----------- ---------------------------------------- Article XV Fiduciary Provisions......................... XV-1 ---------- -------------------- Article XVI Amendments................................... XVI-1 ----------- ---------- Article XVII Discontinuance of Contributions, Termination, Partial Termination, and Merger or Consolidation.................. XVII-1 Article XVIII Participating Employers......................
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xiv 
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Related to xiv

  • (d) Notwithstanding anything herein to the contrary, no Spread Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.3(c).

  • (h) Section 2.07(h) of the Credit Agreement is hereby amended to read as follows:

  • (c) The Primary Servicer shall cause to be delivered to the Master Servicer from time to time upon the Master Servicer’s reasonable request a certificate of insurance or other evidence of such fidelity bond and errors and omissions insurance (or self-insurance). The Primary Servicer shall promptly notify or cause its insurer to notify the Master Servicer of any material change to such fidelity bond or errors and omissions insurance (or self-insurance).

  • Limitation on Asset Sales (a) The Company will not, and will not permit any Restricted Subsidiary to, consummate any Asset Sale, unless: (i) no Default shall have occurred and be continuing or would occur as a result of such Asset Sale; (ii) the consideration received by the Company or such Restricted Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of; (iii) at least 75% of the consideration received consists of cash, Temporary Cash Investments or Replacement Assets; provided that, in the case of an Asset Sale in which the Company or such Restricted Subsidiary receives Replacement Assets involving aggregate consideration in excess of US$35.0 million (or the Dollar Equivalent thereof), the Company shall deliver to the Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary of such Asset Sale from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized international standing. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Subsidiary Guarantee or any JV Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Company or such Restricted Subsidiary from further liability; and (B) any securities, notes or other obligations received by the Company or any Restricted Subsidiary from such transferee that are promptly, but in any event within 30 days of closing, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion. (b) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds to: (i) permanently repay Senior Indebtedness of the Company or any Restricted Subsidiary (and, if such Senior Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) in each case owing to a Person other than the Company or a Restricted Subsidiary; or (ii) acquire properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties or assets that will be used in the Permitted Business (including any shares of Capital Stock in a Person holding such properties or assets that is primarily engaged in a Permitted Business) (“Replacement Assets”). (c) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in clauses (i) and (ii) of Section 4.14(b) will constitute “Excess Proceeds”. Excess Proceeds of less than US$10.0 million (or the Dollar Equivalent thereof) will be carried forward and accumulated. When accumulated Excess Proceeds equals to or exceeds US$10.0 million (or the Dollar Equivalent thereof), within 10 days thereof, the Company must make an Offer to Purchase Notes having a principal amount equal to: (i) accumulated Excess Proceeds, multiplied by; (ii) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1. The offer price in any Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. (d) If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and any other pari passu Indebtedness tendered into (or required to be prepaid or redeemed in connection with) such Offer to Purchase exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of Notes and any other pari passu Indebtedness tendered (or required to be prepaid or redeemed). Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero.

  • - P Value : num [1:1375] 8.44e-11 6.02e-09 1.37e-08 4.32e-08 4.32e-08 ...