CERTAIN GUIDELINES Clause Samples

CERTAIN GUIDELINES. The Advisor shall endeavor to ensure, with respect to the Company's investments, that: (a) an appropriate policy of title insurance is obtained with respect to any real property investment (singly, a "Property," and collectively, the "Properties") acquired by the Company, or an opinion of counsel as to such title is obtained; (b) any Property acquired by the Company is duly insured against loss or damage by fire, with extended coverage, and against such other insurable hazards and risks as are customary and appropriate in the circumstances; (c) a majority of the Company's Board of Directors (including a majority of the Independent Directors, as defined below) approves, in advance, any investment (other than with respect to the initial Properties (as described in the Registration Statement) by the Company, on the one hand, with the Advisor or any of its affiliates, on the other hand; (d) the Company does not make any loans to the Advisor or any of its affiliates; (e) the Company's ratio of debt-to-total-assets, at the time of the incurrence of any indebtedness, does not exceed 75%; and (f) investments in any one Property acquired after the acquisition of the initial Properties described in the Registration Statement do not exceed 25% of the value of the Company's total assets at the time of its acquisition, provided, however, that this limitation shall not preclude the acquisition of multiple-building Properties or a group of Properties in a purchase from a single seller in transactions that exceed this limit. An Independent Director is a Director who is not and within the last two years has not been directly or indirectly associated with the Advisor by virtue of (i) ownership of an interest in the Advisor or its affiliates, (ii) employment by the Advisor or its affiliates, (iii) service as an officer or director of the Advisor or its affiliates, (iv) performance of services, other than as a Director, for the Company, (v) service as a director or trustee of more than three real estate investment trusts advised by the Advisor, or (vi) maintenance of a material business or professional relationship with the Advisor or any of its affiliates. A business or professional relationship is considered material if the gross revenue derived by the Director from the Advisor and affiliates exceeds 5% of either the Director's annual gross revenue during either of the last two years or the Director's net worth on a fair market value basis. An indirect relationship shall in...
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CERTAIN GUIDELINES. The Advisor shall endeavor to ensure, with respect to the Company's investments, that: (a) an appropriate policy of title insurance is obtained with respect to any property, whether acquired directly by the Company or encumbered by a lien in favor of the Company, which secures a loan made by the Company or any property otherwise acquired by the Company, or that an opinion of counsel as to such title is obtained; (b) any mortgage securing any investment of the Company shall be a valid lien upon the mortgaged property and upon foreclosure thereof would be subordinate only to such liens as are expressly set forth therein; (c) any property acquired by the Company or securing a mortgage loan investment of the Company is duly insured against loss or damage by fire, with extended coverage, and against such other insurable hazards and risks as are customary and appropriate in the circumstances; (d) a majority of the Board of Directors (including a majority of the independent directors, as such term is used in the Registration Statement) approves, in advance, any investment (other than with respect to the initial properties (as such term is used in the Registration Statement) or the Interests) by the Company or the operating partnership (as such term is used in the Registration Statement), on the one hand, with the Advisor or any of its affiliates, on the other hand; (e) the Company does not make any loans to the Advisor or any of its affiliates; (f) the Company's ratio of debt to total assets, at the time of the incurrence of any indebtedness, does not exceed 75%; and
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CERTAIN GUIDELINES. The Company and Executive will cooperate in good faith during the Term in order to ensure compliance with the Company’s corporate tax practices and policies in the jurisdictions in which Executive is performing services. In order to help avoid unintended and adverse tax consequences, the Company and Executive hereby agree that, notwithstanding anything to the contrary, the following guidelines shall apply to Executive during the Term: 21.4.1 To the maximum extent possible, Executive shall not negotiate or sign any contracts on behalf of the Company while he is not physically present in Israel. 21.4.2 Executive’s office at the Company’s principal offices in Israel shall be his exclusive dedicated office space at any premises owned by the Company or any of its subsidiaries. To the extent that Executive works from his office within his personal residence in the United Kingdom, he shall not be entitled to reimbursement of related office expenses. 21.4.3 The Company and the Executive intend that the Executive shall not be physically present in the United Kingdom, the United States, or any other jurisdiction other than Israel for more than a total of three months (per jurisdiction) in each calendar year.
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CERTAIN GUIDELINES 
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Related to CERTAIN GUIDELINES

  • General Guidelines Conduct yourself in a responsible manner at all times in the laboratory.

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the Company’s Policies and Procedures as they may exist from time to time.

  • Applicable Guidelines The Sentencing Guidelines to be considered in this case are those in effect at the time of sentencing. The following statements regarding the calculation of the Sentencing Guidelines are based on the Guidelines Manual currently in effect, namely the November 2011 Guidelines Manual.

  • Investment Guidelines In addition to the information to be provided to the Sub-Advisor under Section 2 hereof, the Trust or the Advisor shall supply the Sub-Advisor with such other information as the Sub-Advisor shall reasonably request concerning the Fund’s investment policies, restrictions, limitations, tax position, liquidity requirements and other information useful in managing the Fund’s investments.

  • Certain Policies Prior to the Effective Time, each of H▇▇▇▇▇ United and its Subsidiaries shall, consistent with U.S. GAAP, the rules and regulations of the SEC and applicable banking laws and regulations, modify or change its loan, OREO, accrual, reserve, tax, litigation and real estate valuation policies and practices (including loan classifications and levels of reserves) so as to be applied on a basis that is consistent with that of TD Banknorth, provided, however, that no such modifications or changes need be made prior to the satisfaction of the conditions set forth in Sections 8.1(a) and 8.1(b); and provided further that in any event, no accrual or reserve made by H▇▇▇▇▇ United or any of its Subsidiaries pursuant to this Section 7.15 shall constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, agreement, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. The recording of any such adjustments shall not be deemed to imply any misstatement of previously furnished financial statements or information and shall not be construed as concurrence of H▇▇▇▇▇ United or its management with any such adjustments.