Department Options Upon Developer Notice Sample Clauses

Department Options Upon Developer Notice. If Developer gives written notice of conditional election to terminate, including an estimate (with supporting documentation) of the compensation that would be paid or reimbursed to Developer under Section 19.2.3.1, the Department shall have the option either: (a) to accept such notice, or (b) to continue this Agreement and the Lease in effect, provided that the Department in its reasonable discretion determines that the Project can be completed or re- opened, as applicable, on a commercially reasonable basis, in each case by delivering to Developer written notice of the Department’s choice not later than [30] days after Developer delivers its notice. If the Department does not deliver such written notice within such [30]-day period, then it shall be conclusively deemed to have accepted Developer’s election to terminate this Agreement and the Lease. If the Department delivers timely written notice choosing to continue this Agreement and the Lease in effect, then: 19.2.3.1 The Department shall be obligated to pay or reimburse Developer an amount equal to (without double-counting): 1. The Extra Work Costs to repair and restore any physical damage or destruction to the Project and Delay Costs, if any, directly caused by the Relief Event which are incurred after the date Developer delivers its written notice of conditional election to terminate; plus 2. Compensation calculated and paid in accordance with Section 9.2, modified as follows: (a) If Developer delivers its written notice of conditional election to terminate prior to Substantial Completion, then: (i) the [270] day limitation in Section 9.2.2.4 shall not apply; and (ii) with respect to Relief Event Delays in excess of [270] days, then the amounts calculated under Sections (b) If Developer delivers its written notice of conditional election to terminate after Substantial Completion due to a Closure of one or more Segments caused by a Relief Event under clause (a) or (l) of the definition thereof, then beginning on the [271st] day and continuing for as long as such Closure persists, an Hourly Unavailability Factor of [0.2] shall apply for purposes of calculating the Hourly Unavailability Adjustments for these Hours as described in Appendix 6, except that in no event shall such Hourly Unavailability Adjustments solely cause the prorated Availability Payments to fall below the lesser of: (i) the prorated amounts of debt service (except the repayment of principal scheduled to be funded by Milestone Payment...
View Source

Related to Department Options Upon Developer Notice

  • Transition of Registry upon Termination of Agreement text for intergovernmental organizations or governmental entities or other special circumstances: “Transition of Registry upon Termination of Agreement. Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, in connection with ICANN’s designation of a successor registry operator for the TLD, Registry Operator and ICANN agree to consult each other and work cooperatively to facilitate and implement the transition of the TLD in accordance with this Section 4.5. After consultation with Registry Operator, ICANN shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process. In the event ICANN determines to transition operation of the TLD to a successor registry operator, upon Registry Operator’s consent (which shall not be unreasonably withheld, conditioned or delayed), Registry Operator shall provide ICANN or such successor registry operator for the TLD with any data regarding operations of the TLD necessary to maintain operations and registry functions that may be reasonably requested by ICANN or such successor registry operator in addition to data escrowed in accordance with Section 2.3 hereof. In the event that Registry Operator does not consent to provide such data, any registry data related to the TLD shall be returned to Registry Operator, unless otherwise agreed upon by the parties. Registry Operator agrees that ICANN may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5. In addition, ICANN or its designee shall retain and may enforce its rights under the Continued Operations Instrument, regardless of the reason for termination or expiration of this Agreement.”]

  • RESTRICTIONS UPON FUNDING The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Executive Plan. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general claim for matured and unpaid compensation. The Bank reserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Executive Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fund this Executive Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or in part. At no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities.

  • Conditions Upon Issuance of Shares Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Law, with such compliance determined by the Company in consultation with its legal counsel.

  • Actions Upon Termination In the event of termination not the fault of the Contractor, the Contractor shall be paid for the services properly performed prior to termination, together with any reimbursable expenses then due, but in no event shall such compensation exceed the maximum compensation to be paid under the Contract. The Contractor agrees that this payment shall fully and adequately compensate the Contractor and all subcontractors for all profits, costs, expenses, losses, liabilities, damages, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Contract. Upon termination for any reason, the Contractor shall provide Seattle with the most current design documents, contract documents, writings and other product it has completed to the date of termination, along with copies of all project-related correspondence and similar items. Seattle shall have the same rights to use these materials as if termination had not occurred.

  • Taxation upon Exercise of Option Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option.