Further Reductions Clause Samples

The "Further Reductions" clause defines the conditions under which additional price decreases may be applied to goods or services beyond any initial discounts already agreed upon. Typically, this clause outlines specific triggers or events—such as excess inventory, market price drops, or promotional periods—that would allow for further reductions in price. Its core practical function is to provide flexibility in pricing, ensuring that the contract can adapt to changing market conditions and protect the buyer from overpaying if circumstances change.
Further Reductions. Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.
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Further Reductions. Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.
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Further Reductions. Any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and any regulations promulgated thereunder.
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Further Reductions. To the extent the corresponding expense is not already excluded from Operating Expenses under Section 7.2.2, Operating Expenses shall be further reduced by (a) any consideration received by Landlord for the special use by Tenant or other Building Occupant of the Common Areas of the Building in excess of Landlord's actual out-of-pocket expenses incurred in connection with such use, (b) insurance proceeds or other awards and settlements received by Landlord (after deduction of the reasonable costs of securing the same) representing reimbursement of Operating Expenses incurred by Landlord, (c) the amount of any other refund or discount Landlord receives in connection with any costs or expenditures otherwise included in Operating Expenses, Landlord hereby agreeing to make payments on account of Operating Expenses in such manner as to maximize the amount of such refunds and discounts, (d) the amount of Qualified Capital Improvement Amortization allocable to (i) any portion of an Extension Term unless the related Qualified Capital Improvement was first placed in service or installed subsequent to the Rent Determination Date of such Extension Term, and (ii) any Expansion Space or First Offer Space unless the related Qualified Capital Improvement was first placed in service or installed after the Rent Determination Date for such space, and (e) any Operating Expenses incurred by reason of any retail space being located in the Building which are in excess of those which would be incurred if such space were used for general office purposes. In determining what is included and excluded as Operating Expenses, in calculation of Tenant's Estimated Operating Expenses Contribution (as defined in Section 7.3.1(a)) and Tenant's Operating Expense Contribution and the determination of time of payments therefor, Landlord shall not treat Tenant any less favorably than other Building Occupants generally, except with respect to items of Operating Expenses specifically included in Operating Expenses under Sections 7.1(b) or 7.2.1.
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Further Reductions. If further reductions are necessary, limited contract members shall have their contracts suspended within the certification area to be affected by the layoff, provided, however, the members on the list have in the past four (4) years taught for one hundred twenty (120) days under that certification as part of their contractual duties or have in the past four (4) years successfully completed with a grade of "B" or better six semester hours of graduate credit in that area of certification. The Board shall not give preference to seniority except between members with comparable evaluations. If further reductions are necessary, continuing contract members shall have their contracts suspended within the certification area to be affected by the layoff, provided, however, the members on the list have in the past four (4) years taught for one hundred twenty (120) days under that certification as part of their contractual duties or have in the past four (4) years successfully completed with a grade of "B" or better six semester hours of graduate credit in that area of certification. The Board shall not give preference to seniority except between members with comparable evaluations.
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Further Reductions. Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder. Timberland Employment Agreement - 9
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Further Reductions. The City will not layoff nor involuntarily reduce unit employees hours during the term of this agreement.
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Further Reductions. Any payments made to Blunden pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.
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Further Reductions. If further reductions in hours or job eliminations are necessary, such reductions or job eliminations in the regional clinical specialty may occur at any facility or department where such reduction or elimination is needed.
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Related to Further Reductions

  • Further Limitations Geron shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or applicable securities laws; or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred in violation of any of the provisions of this Agreement or applicable securities laws.

  • Further Duties (a) In all matters relating to the performance of this Contract, each Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Trust and with the instructions and directions of the Adviser and the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. (b) Each Sub-Adviser shall maintain compliance procedures for the Trust that it and the Adviser reasonably believe are adequate to ensure compliance with the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) and the investment objective(s) and policies as stated in the Trust's prospectus and statement of additional information. Each Sub-Adviser at its expense will provide the Adviser or the Trust's Chief Compliance Officer with such compliance reports relating to its duties under this Contract as may be requested from time to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to the Adviser any material violations of the federal securities laws (as defined in Rule 38a-1 of the ▇▇▇▇ ▇▇▇) that it is or should be aware of or of any material violation of the Sub-Adviser's compliance policies and procedures that pertain to the Trust. (c) Each Sub-Adviser at its expense will make available to the Board and the Adviser at reasonable times its portfolio managers and other appropriate personnel, either in person or, at the mutual convenience of the Adviser and the Sub-Adviser, by telephone, in order to review the investment policies, performance and other investment related information regarding the Trust and to consult with the Board and the Adviser regarding the Trust's investment affairs, including economic, statistical and investment matters related to the Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser relating to the investment strategies it employs. Each Sub-Adviser and its personnel shall also cooperate fully with counsel and auditors for, and the Chief Compliance Officer of, the Adviser and the Trust. (d) Each Sub-Adviser will assist in the fair valuation of portfolio securities held by the Trust. The Sub-Adviser will use its reasonable efforts to provide, based upon its own expertise, and to arrange with parties independent of the Sub-Adviser such as broker-dealers for the provision of, valuation information or prices for securities for which prices are deemed by the Adviser or the Trust's administrator not to be readily available in the ordinary course of business from an automated pricing service. In addition, each Sub-Adviser will assist the Trust and its agents in determining whether prices obtained for valuation purposes accurately reflect market price information relating to the assets of the Trust at such times as the Adviser shall reasonably request, including but not limited to, the hours after the close of a securities market and prior to the daily determination of the Trust's net asset value per share. (e) Each Sub-Adviser represents and warrants that it has adopted a code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser and the Board a copy of such code of ethics, together with evidence of its adoption, and will promptly provide copies of any changes thereto, together with evidence of their adoption. Upon request of the Adviser, but in any event no less frequently than annually, each Sub-Adviser will supply the Adviser a written report that (A) describes any issues arising under the code of ethics or procedures since the Sub-Adviser's last report, including but not limited to material violations of the code of ethics or procedures and sanctions imposed in response to the material violations; and (B) certifies that the procedures contained in the Sub-Adviser's code of ethics are reasonably designed to prevent "access persons" from violating the code of ethics. (f) Upon request of the Adviser, each Sub-Adviser will review draft reports to shareholders and other documents provided or available to it and provide comments on a timely basis. In addition, each Sub-Adviser and each officer and portfolio manager thereof designated by the Adviser will provide on a timely basis such certifications or sub-certifications as the Adviser may reasonably request in order to support and facilitate certifications required to be provided by the Trust's Principal Executive Officer and Principal Financial Officer and will adopt such disclosure controls and procedures in support of the disclosure controls and procedures adopted by the Trust as the Adviser, on behalf of the Trust, deems are reasonably necessary. (g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser will vote all proxies received in accordance with the Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting policy approved by the Board, the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall forward to the Trust or its designated agent such proxy voting information as is necessary for the Trust to timely file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act. (h) Each Sub-Adviser shall provide the Trust's custodian on each business day with information relating to all transactions concerning the assets of the Trust and shall provide the Adviser with such information upon request of the Adviser.

  • Further Negotiations In case where a Party offers, after the entry into force of this Agreement, to non-Party additional advantages with regard to its government procurement market access coverage agreed under this Chapter, it shall agree, upon request of the other Party, to enter into negotiations with a view to extending coverage under this Chapter on a reciprocal basis.

  • Further Issues The Issuer shall be at liberty from time to time without the consent of the Noteholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue and so that the same shall be consolidated and form a single Series with the outstanding Notes.

  • Further Representations Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.