CONSIDERING THE FOLLOWING Clause Samples

The "CONSIDERING THE FOLLOWING" clause serves as a preamble that outlines the background, context, or motivations for entering into the agreement. It typically lists the circumstances, intentions, or facts that have led the parties to formalize their relationship, such as prior negotiations, mutual goals, or relevant legal requirements. By clearly stating these considerations, the clause helps establish a shared understanding of the agreement's purpose and provides context for interpreting the operative provisions, thereby reducing ambiguity and potential disputes over intent.
CONSIDERING THE FOLLOWING. The Borrower conducts a business in the field of [ ].
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CONSIDERING THE FOLLOWING. The Borrower and ABN AMRO have entered into a NLG 375,000,000 principal amount Bank Facility Agreement as of January 31, 1996 (the "Bank Facility Agreement");
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CONSIDERING THE FOLLOWING. On 5 October 2005 the Bank made an offer to the Security Grantor setting out the terms and conditions based on which the Bank was willing to provide a EUR 500,000 overdraft credit facility to the Security Grantor (the “Overdraft Offer Document”), which offer was accepted by the Security Grantor on 10 October 2005.
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CONSIDERING THE FOLLOWING. The objects of the Borrower are to build, maintain and operate a telecommunications infrastructure (including without limitation, cable networks originally designed for the distribution of radio and television programmes ("draadomroepinrichtingen")) and to provide telecommunication services via such infrastructure, including without limitation the distribution of radio and television programmes to subscribers, interactive broadcasting services, multimedia services, data transmission, fax and voice services;
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CONSIDERING THE FOLLOWING. The Borrower and ABN AMRO are parties to that certain Bank Facility Agreement dated as of January 31, 1996, as amended by the letter agreement dated as of February 15, 1996 and amendment number one dated July 1, 1997 (collectively the "Original Facility");
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Related to CONSIDERING THE FOLLOWING

  • NOW THEREFORE THE PARTIES AGREE TO THE FOLLOWING During the term of this agreement, if the proclamation of the above noted legislation results in additional costs for teachers or School Divisions, TEBA and the Association shall meet within sixty (60) days to discuss the appropriate apportionment of costs.

  • Check one of the following [_] The present value of the anticipated tax liabilities associated with holding the Certificate, as applicable, does not exceed the sum of: (i) the present value of any consideration given to the Transferee to acquire such Certificate; (ii) the present value of the expected future distributions on such Certificate; and (iii) the present value of the anticipated tax savings associated with holding such Certificate as the related REMIC generates losses. For purposes of this calculation, (i) the Transferee is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Transferee has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Transferee. [_] The transfer of the Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly, (i) the Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only be taxed in the United States; (ii) at the time of the transfer, and at the close of the Transferee’s two fiscal years preceding the year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related to the Transferee within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million; (iii) the Transferee will transfer the Certificate only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and (iv) the Transferee determined the consideration paid to it to acquire the Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Transferee) that it has determined in good faith. [_] None of the above.

  • Unforeseen and Emergency Scheduled RDO work where Notice not Provided (a) If notice is not provided by the Employer in accordance with clause 38.8(c) and 38.8(d) then the affected Employees, in addition to accrued entitlements, will be paid as if they were undertaking Public Holiday Work in accordance with clause 39.9 of this Agreement.

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

  • Right to Terminate Following Event of Default If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).