G eneral. The Borrower shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of interest on the Governmental Lender Note from gross income (as defined in Section 61 of the Code), for federal income tax purposes and, if it should take or permit any such action, the Borrower will take all lawful actions that it can take to rescind such action promptly upon having knowledge thereof and that the Borrower will take such action or actions, including amendment of this Borrower Loan Agreement, the Security Instrument and the Regulatory Agreement, as may be necessary, in the opinion of Tax Counsel, to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service applicable to the Governmental Lender Note, the Funding Loan or affecting the Project. Capitalized terms used in this Section 5.34 shall have the respective meanings assigned to them in the Regulatory Agreement or, if not defined therein, in the Funding Loan Agreement. With the intent not to limit the generality of the foregoing, the Borrower covenants and agrees that, prior to the final maturity of the Governmental Lender Note, unless it has received and filed with the Governmental Lender and the Funding Lender a Tax Counsel No Adverse Effect Opinion (other than with respect to interest on any portion of the Governmental Lender Note for a period during which such portion of the Governmental Lender Note is held by a “substantial user” of any facility financed with the proceeds of the Governmental Lender Note or a “related person,” as such terms are used in Section 147(a) of the Code), the Borrower will comply with this Section 5.34.
G eneral. The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint ventures, franchisers, brokers, employees, legal representatives or agents. Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party, or to bind the other party in any manner. This Agreement is for the exclusive benefit of the parties who sign it. No third party will be entitled to assert third party beneficiary status or otherwise made a claim under this Agreement. Customer shall not assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, whether by operation of law or otherwise, without Rieker’s prior written consent. No modification of this Agreement, and no waiver of any breach of this Agreement, shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. This Agreement may not be modified or amended in any manner without the prior written agreement of the parties. This Agreement shall bind, benefit and be enforceable by and against Rieker and Customer and, to the extent permitted hereby, their respective successors and permitted assigns. A determination that any provision of this Agreement is invalid or unenforceable shall not affect the other provisions of this Agreement. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio excluding choice of law; provided, however, that the terms of any applicable law now or hereafter enacted that is based on or similar to the Uniform Computer Information Transactions Act drafted by the National Conference of Commissioners on Uniform State Laws shall not apply. In any action relating to this Agreement, each of the parties irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Cincinnati, Ohio. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
G eneral. 12.1 This Agreement (including all Orders hereto) constitutes the entire understanding between the parties and supersedes all prior proposals, communications and agreements between the parties relating to its subject matter. No amendment, change, or waiver of any provision of this Agreement will be binding unless in writing and signed by both parties. This Agreement will be construed in accordance with the laws of the State of New York without regard to its conflicts of laws rules that would lead to the application of any other law. Any legal action or proceeding to enforce this Agreement shall be brought exclusively in the federal or state courts located in the State and County of New York, and by execution and delivery of this Agreement, each party hereto irrevocably submits to such jurisdiction and consents to the service of process in any such action or proceeding by personal delivery, first class mail, or any other method permitted by law, and waives any and all rights to transfer or change the venue of any such action or proceeding to any court located outside New York, NY.
G eneral. Upon written acceptance of application, the Board agrees to pay a portion of the cost of health benefits on behalf of eligible employees, toward such benefit plans, as may be mutually agreed by the Board and VESPA bargaining team. The amounts of such board paid subsidies shall be determined as follows: 2018-2019:
G eneral. (a) The attribution model of the Affiliate Program is on ‘first-touch basis’. Therefore, the first Partner which refers a User via Link or via the Partner Invitation Flow (as applicable) shall be entitled to a commission in the event such User subscribes to the Consolto Platform as our Customer; provided however, that if such User does not subscribe to the Consolto Platform as Customer within 60 days as the referral via Link or the Consolto Invitation Flow (as applicable), then any other Partner shall be again entitled to refer such User to us.
G eneral. Title: This Agreement shall be known as the Xxxxx Industries Pty Ltd Enterprise Agreement 2021 (“EA2021”).
G eneral. Unless otherwise provided in this Agreement, any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person, delivered by recognized national xxxxxxx service, or sent by first class mail, postage prepaid, to the person specified below: If to the Interconnection Customer: Interconnection Customer: Attention: Address: City: State: Zip:_ Phone: Fax: If to the Transmission Provider: Transmission Provider: Attention: Address: City: State: Zip:_ Phone: Fax:
G eneral. The City is using Public Assistance grant funding awarded by FEMA to the State of California to pay, in whole or in part, for the costs incurred under this Agreement. As a condition of Public Assistance funding under (major disaster or emergency) declaration, FEMA requires the State of California to provide various financial and performance reporting.
G eneral. (a) The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such Co-Rights Agents as it may deem necessary or desirable. In the event the Company appoints such Co-Rights Agents, the respective duties of the Rights Agents and Co-Rights Agents shall be as the Company may determine. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith, or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement.
G eneral. Subject to and in accordance with the terms of this Agreement, during the R&D Term the Parties will [***] undertake Development activities as set forth in R&D Plans with the goal of identifying and Developing Collaboration mRNA Constructs and Product Candidates directed to R&D Program Pathogens, [***] the “R&D Programs”) and (c) [***]. Following the expiration of the R&D Term there will be a Post-R&D Period during which Merck may define up to five (5) Target Product Profiles for which Merck may Develop [***] Product Candidates incorporating Collaboration mRNA Constructs from the Product Candidate Pool for such Target Product Profiles. Prior to the expiration of the Collaboration Term, Merck may designate up to five (5) Elected Candidates for which Merck will continue Development, [***] and Commercialization activities. All of the foregoing shall be subject to and in accordance with the terms of this Agreement.
