ESG Sample Clauses

ESG. If, upon conclusion of the ESG Performance Period, the Company’s relative ESG for the ESG Performance Period is at the 50th percentile of ESG for the ESG Peer Group Companies, 100% of the ESG Target Performance Shares shall become earned, with a fractional share rounded down to the next whole share.
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ESG. The Issuer shall use its best endeavours to comply with the ESG guidelines as set out in Schedule 3 hereto.
Sample 1Sample 2Sample 3
ESG. (G) Prior to 30 September 2021, the Original Borrower and one or more Lenders selected by the Original Borrower (the “ESG Negotiators”) shall negotiate in good faith to agree the sustainability-linked key performance indicators (each a “KPI”) for the KEL Group which apply to an adjustment to the Margin after 30 September 2021 and associated amendments, consents or waivers to this Agreement or the other Finance Documents on the basis of the following parameters:
Sample 1
ESG. (EX) Prior to 30 September 2021, the Original Borrower and one or more Lenders selected by the Original Borrower (the “ESG Negotiators”) shall negotiate in good faith to agree the sustainability-linked key performance indicators (each a “KPI”) for the KEL Group which apply to an adjustment to the Margin after 30 September 2021 and associated amendments, consents or waivers to this Agreement or the other Finance Documents on the basis of the following parameters: cxli. there shall be two KPIs with one KPI based on an internal measurement of the reduction in emissions/emissions intensity of the KEL Group and the other KPI based on an external assessment of the KEL Group’s environmental, social and governance risks by a third party ratings body, MSCI or similar; cxlii. the performance against each KPI shall be assessed once per year and any changes to Margin will apply until the next occasion on which each KPI is assessed (the “Margin Adjustment Period”); cxliii. the realisation of the agreed target for any KPI will result in the Margin applicable to a Loan during the Margin Adjustment Period decreasing by 0.025% per KPI; cxliv. the realisation of the agreed premium for any KPI will result in the Margin applicable to a Loan during the Margin Adjustment Period increasing by 0.025% per KPI; and cxlv. one or more Lenders (which may or may not be the ESG Negotiators) shall be appointed as ESG coordinators (“ESG Coordinators”) to represent the Lenders on an ongoing basis in respect of the assessment of the KPIs and any revised targets and premiums for such KPIs (and provision shall be made to carve out liability for the ESG coordinators in the performance of such role).
Sample 1
ESG. (a) Tenant acknowledges that current and future disclosures and information may be required by Landlord’s ESG Performance initiatives and applicable Laws. Tenant shall provide Landlord any and all information reasonably requested by or on behalf of Landlord in connection with the ESG Performance of the Premises and/or any other information necessary for Landlord to comply with applicable Laws or Landlord’s ESG Performance initiatives, including to maintain or obtain any ESG Certifications for the Building and the Property. Tenant consents to Landlord’s using such data, subject only to the provision that Landlord will comply with applicable privacy Laws in its handling of data relating to the Premises and Tenant’s consumption.
Sample 1
ESG. The Company has adopted [,and actively monitors compliance (including relevant training of employees and workers) with,] the following policies: [an anti-harassment policy, an anti-discrimination policy, an anti-slavery and human trafficking policy, a corporate and social responsibility policy and an anti-bribery and anti-corruption policy] (the "Group ESG Policies"). [There has been no material breach by the Company or any of its directors, officers or employees of any of the Group ESG Policies]. So far as the Company is aware, the Company has during the three years ending on the Execution Date complied with all its Social Obligations and it continues to do so. No person has in the last 12 months notified the Company of any alleged breach of its Social Obligations and there are no disputes between the Company and its employees or any trade union or other body representing all or any employees of the Company. [National security legislation] [So far as the Company is aware, [having taken legal advice,] the business of the Company as at the Execution Date, does not fall within the scope of any of the 17 sectors set out in The National Security and Investment Xxx 0000 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021.]14 [The Company has no operations in the US or, to the extent the Company has operations in the US, so far as the Company is aware, [having taken legal advice,] it is not a TID U.S. Business as defined in [the 31 CFR 800.248].]
Sample 1
ESG. If, upon conclusion of the ESG Performance Period, the Company’s relative ESG for the ESG Performance Period falls below the 25th percentile of ESG for the ESG Peer Group Companies (as defined below), no Performance Shares for ESG performance shall become earned.
Sample 1
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Related to ESG

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Tax Returns; Taxes AmeriDyne has duly filed all federal, state, local and other tax returns required to be filed by it and has duly paid or made adequate provision for the payment of all taxes which are due and payable pursuant to such returns or pursuant to any assessment with respect to taxes in such jurisdictions, whether or not in connection with such returns. The liability for taxes reflected on the AmeriDyne Balance Sheet (excluding any reserve for deferred taxes or portion thereof which is attributable to differences between the timing of income or deductions for tax and financial accounting purposes) is sufficient for the payment of all unpaid taxes, whether or not disputed, that are accrued or applicable for the period ended April 30, 1995 and for all years and periods ended prior thereto. All deficiencies asserted as a result of any examinations by the Internal Revenue Service (the "IRS") or any other taxing authority have been paid, fully settled or adequately provided for in the AmeriDyne Balance Sheet. There are no pending claims asserted for taxes of AmeriDyne or its subsidiaries or outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of AmeriDyne for any period. AmeriDyne has made all estimated income tax deposits and all other required tax payments or deposits and has complied for all prior periods in all material respects with the tax withholding provisions of all applicable federal, state, local and other laws. AmeriDyne has made available to Contour true, complete and correct copies of its federal income tax returns for the last three (3) taxable years and made available such other tax returns requested by Contour. As used in this Agreement, the term "tax" or "taxes" means all federal, state, county, local and foreign income, excise gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, intangibles, franchise, backup withholding, and other taxes, charges, levies or like assessments, together with all penalties and additions to tax and interest thereon.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Tax Liabilities The Investor understands that it is liable for its own tax liabilities.

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