Determination of. “Good Faith”. For purposes of any determination of whether Indemnitee acted in “good faith” or acted in “bad faith,” Indemnitee shall be deemed to have acted in good faith or not acted in bad faith if in taking or failing to take the action in question Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate, including financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of the Company or a Subsidiary or Affiliate in the course of their duties, or on the advice of legal counsel for the Company or a Subsidiary or Affiliate, or on information or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified public accountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliate, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, or to advancement of Expenses, the Reviewing Party or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be on the Company to establish, by clear and convincing evidence, that Indemnitee is not so entitled. The provisions of this Section 8(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failures to act, of any other person serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person shall not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.
Determination of. “Parachute Payments” Subject to the Excise Tax: any other payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive’s Termination of Employment (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the Bank, any person whose actions result in a Change in Control, or any person affiliated with the Bank or such person) shall be treated as “parachute payments” within the meaning of section 280G(b)(2) of the Internal Revenue Code, and all “excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Bank as of the date immediately before the Change in Control (the “Accounting Firm”) such other payments or benefits do not constitute (in whole or in part) parachute payments, or such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Internal Revenue Code in excess of the “base amount” (as defined in section 280G(b)(3) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,
Determination of our charges We will determine our charges for a billing cycle in accordance with the energy laws.
Determination of sanctions in events of violation In view of the ISA determination that “the Company shall institute suitable measures against violating parties, including, in appropriate cases, disciplinary action in respect of anyone violating the provisions of the securities laws or the provisions of the enforcement plan”, the Company shall set forth in each procedure separately, insofar as necessary, the disciplinary action that is required.
Determination of. RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A “responsive” response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non-responsive.
Determination of. OCCUPANCY The right of occupancy will forthwith cease and determine on the happening of any of the following events namely —
Determination of. Parachute Payments" Subject to the Excise Tax: any other payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's Termination of Employment (whether under the terms of this Agreement or any other agreement, stock option plan or any other benefit plan or arrangement with the Bank or Bancorp, any person whose actions result in a Change in Control or any person affiliated with the Bank, Bancorp, or such person) shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Internal Revenue Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the Accounting Firm such other payments or benefits do not constitute (in whole or in part) parachute payments, or such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Internal Revenue Code in excess (as defined in section 280G(b)(3) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,
Determination of. Monthly Interest for the Series ------------------------------------------------ 1998-6 Certificates. (a) The amount of monthly interest (for the Series 1998-6 ------------------- Certificates, the "Class A Monthly Interest") distributable from the -------------------------- Distribution Account with respect to the Class A Certificates on any Distribution Date shall be an amount equal to the product of (i) the product of (x) the Class A Certificate Rate and (y) a fraction the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360 and (ii) the Class A Outstanding Principal Balance as of the close of business on the last day of the preceding Monthly Period; provided, however, ----------------- that with respect to the first Distribution Date, Class A Monthly Interest shall be equal to the product of (a) the Class A Certificate Rate for the period from and including the Closing Date to and including September 17, 1998, (b) a fraction the numerator of which is 22 and the denominator of which is 360 and (c) the Class A Initial Invested Amount. On the Determination Date preceding each Distribution Date, the Servicer shall determine an amount (the "Class A Interest Shortfall") equal ----------------------------- to the excess, if any, of (x) the aggregate Class A Monthly Interest for the
Determination of. Monthly Interest for the Series ------------------------------------------------ 1999-2 Certificates. (a) The amount of monthly interest (for the Series 1999-2 ------------------- Certificates, the "Class A Monthly Interest") distributable from the ------------------------ Distribution Account with respect to the Class A Certificates on any Distribution Date shall be an amount equal to the product of (i) the product of (x) the Class A Certificate Rate and (y) a fraction the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360 and (ii) the Class A Outstanding Principal Balance as of the close of business on the last day of the preceding Monthly Period; provided, however, -------- ------- that with respect to the first Distribution Date, Class A Monthly Interest shall be equal to the product of (a) the Class A Certificate Rate for the period from and including the Closing Date to and including Marcx 00, 0000, (x) x xraction the numerator of which is 23 and the denominator of which is 360, and (c) the Class A Initial Invested Amount. On the Determination Date preceding each Distribution Date, the Servicer shall determine an amount (the "Class A Interest Shortfall") equal -------------------------- to the excess, if any, of (x) the aggregate Class A Monthly Interest for the Interest Period applicable to the preceding Distribution Date over (y) the amount which was paid to the Class A Certificateholders in respect of interest on such preceding Distribution Date. If there is a Class A Interest Shortfall with respect to any Distribution Date, an additional amount ("Class A Default --------------- Interest") shall be payable as provided herein with respect to the Class A -------- Certificates on each Distribution Date following such Distribution Date to and including the Distribution Date on which such Class A Interest Shortfall is paid to Class A Certificateholders equal to the product of (i) the product 41 of (x) the Class A Certificate Rate plus 2.00% per annum and (y) a fraction the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360 and (ii) such Class A Interest Shortfall. Notwithstanding anything to the contrary herein, Class A Default Interest shall be payable or distributed to Class A Certificateholders only to the extent permitted by applicable law.
Determination of. Net Sales". ---------------------------
