Manner of Establishment Clause Samples
Manner of Establishment of New and Revised Specifications and ----------------------------------------------------------------- Policies. --------
PERMANENT ESTABLISHMENT 1. For the purposes of this Agreement, the term "permanent establishment" means a fixed place of business through which the business of an enterprise is wholly or partly carried on. 2. The term " permanent establishment" includes especially: (a) a place of management; (b) a branch; (c) an office; (d) a factory; (e) a workshop; and (f) a mine, an oil or gas well, a quarry or any other place of extraction of natural resources. 3. The term "permanent establishment" also includes: (a) a building site or construction or assembly or installation project or supervisory activities in connection therewith, but only where such site, project or activities continue for a period or periods aggregating more than 6 months within any twelve-month period; (b) the furnishing of services, including consultancy services, by a resident of a Contracting State through employees or other personnel engaged by the enterprise for a period or periods aggregating more than 183 days within any twelve-month period. 4. Notwithstanding the preceding provisions of this Article, the term "permanent establishment" shall be deemed not to include: (a) the use of facilities solely for the purpose of storage, display or delivery of goods or merchandise belonging to the enterprise; (b) the maintenance of a stock of goods or merchandise belonging to the enterprise solely for the purpose of storage, display or delivery; (c) the maintenance of a stock of goods or merchandise belonging to the enterprise solely for the purpose of processing by another enterprise; (d) the maintenance of a fixed place of business solely for the purpose of purchasing goods or merchandise or of collecting information, for the enterprise; (e) the maintenance of a fixed place of business solely for the purpose of carrying on, for the enterprise, any other activity of a preparatory or auxiliary character; (f) the maintenance of a fixed place of business solely for any combination of activities mentioned in sub-paragraphs (a) to (e), provided that the overall activity of the fixed place of business resulting from this combination is of a preparatory or auxiliary character. 5. Notwithstanding the provisions of paragraphs 1 and 2, where a person -- other than an agent of an independent status to whom paragraph 6 applies -- is acting on behalf of an enterprise and has, and habitually exercises, in a Contracting State an authority to conclude contracts in the name of the enterprise, that enterprise shall be deemed to have a permanent establishment in that State in respect of any activities which that person undertakes for the enterprise, unless the activities of such person are limited to those mentioned in paragraph 4 which, if exercised through a fixed place of business, would not make this fixed place of business a permanent establishment under the provisions of that paragraph. 6. An enterprise shall not be deemed to have a permanent establishment in a Contracting State merely because it carries on business in that State through a broker, general commission agent or any other agent of an independent status, provided that such persons are acting in the ordinary course of their business. 7. The fact that a company which is a resident of a Contracting State controls or is controlled by a company which is a resident of the other Contracting State, or which carries on business in that other State (whether through a permanent establishment or otherwise), shall not of itself constitute either company a permanent establishment of the other.
CONSTRUCTION AND RENOVATION Construction and renovation projects for a state, local, territorial, or Tribal government’s principal Emergency Operations Center (EOC) as defined by the State Administrative Agency are allowable under the EMPG Program. Written approval must be provided by FEMA prior to the use of any EMPG Program funds for construction or renovation. Requests for EMPG Program funds for construction of an EOC must be accompanied by an EOC Investment Justification (located in the Related Documents tab of the EMPG ▇▇▇▇▇▇.▇▇▇ posting) to their Regional EMPG Manager for review. Additionally, recipients are required to submit a SF-424C Form and Budget detail citing the project costs. When applying for funds to construct communication towers Sub-Recipients must submit evidence that the Federal Communication Commission’s (FCC) Section 106 review process has been completed and submit all documentation resulting from that review to Grants Program Directorate (GPD) prior to submitting materials for EHP review. Sub-Recipients are also encouraged to have completed as many steps as possible for a successful EHP review in support of their proposal for funding (e.g., coordination with their State Historic Preservation Office to identify potential historic preservation issues and to discuss the potential for project effects, compliance with all state and EHP laws and requirements). Projects for which the Sub-Recipient believes an Environmental Assessment (EA) may be needed, as defined in as defined in DHS Instruction Manual 023-01-001-01, Revision 01, FEMA Directive 108-1 and FEMA Instruction 108-1-1, must also be identified to the FEMA EMPG Regional Program Manager within six months of the award, and completed EHP review materials must be submitted no later than 12 months before the end of the period of performance. EHP review packets should be sent to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇. EMPG Program Sub-Recipients using funds for construction projects must comply with the ▇▇▇▇▇-▇▇▇▇▇ Act (40 U.S.C. §§ 3141 et seq.). Grant Sub-Recipients must ensure that their contractors or subcontractors for construction projects pay workers no less than the prevailing wages for laborers and mechanics employed on projects of a character similar to the contract work in the civil subdivision of the state in which the work is to be performed. Additional information regarding compliance with the ▇▇▇▇▇- ▇▇▇▇▇ Act, including Department of Labor (DOL) wage determinations, is available from the following website: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/whd/govcontracts/dbra.htm In general, Sub-Recipients should consult with their Grant Manager prior to making any investment that does not clearly meet the allowable expense criteria established in this Guidance.
Establishment of Escrow (a) Contemporaneously with the Closing, HoldCo shall cause the Company to deposit the Bonus Escrow Deposit with the Escrow Agent and the Investors and the Major Stockholder shall cause the General Escrow Deposit to be deposited with the Escrow Agent into separate accounts, and the Escrow Agent shall promptly acknowledge receipt of any funds so deposited. The Bonus Escrow Deposit, together with all interest, dividends and other income earned with respect thereto, shall be referred to herein as the “Bonus Escrow Fund.” The General Escrow Deposit, together with all interest, dividends and other income earned with respect thereto, shall be referred to herein as the “General Escrow Fund.” The Escrow Agent agrees to administer the disposition of each of the Bonus Escrow Fund and the General Escrow Fund in accordance with the terms and conditions of this Escrow Agreement. The Bonus Escrow Fund and the General Escrow Fund shall each be segregated on the books and records of the Escrow Agent from each other and from the other assets of the Escrow Agent, the Bonus Escrow Fund shall be held by the Escrow Agent for the benefit of the Participants under the Company Retention Bonus Plan, a copy of which is attached hereto as Exhibit A (the “Plan”), provided however that the Participants shall not be, and shall not have any rights as, third-party beneficiaries of this Escrow Agreement and the Escrow Agent shall have no liability of any kind whatsoever to the Participants, and the General Escrow Fund shall be held by the Escrow Agent for the benefit of the Investors and the Major Stockholder in accordance with the terms and conditions of this Escrow Agreement. The Bonus Escrow Fund and the General Escrow Fund shall each be held and disbursed solely for the purposes of, and in accordance with the terms and conditions of, this Escrow Agreement. The Escrow Parties acknowledge that the sums held in escrow hereunder may be reduced from time to time during the term hereof pursuant to the terms of this Agreement. Accordingly, the terms “Bonus Escrow Fund” and “General Escrow Fund” shall refer both to the Bonus Escrow Deposit and the General Escrow Deposit, respectively, and to such lesser amounts as may be held pursuant hereto at any point during the term hereof.
Establishment of Escrow Account Prior to the Issuer initiating the Offering, and prior to the receipt of the first Subscriber funds, Escrow Agent shall establish an account for the Issuer (the “Escrow Account”). All parties agree to maintain the Escrow Account and Escrow Amount (as defined below) in a manner that is compliant with applicable banking and securities regulations. Escrow Agent shall be the sole administrator of the Escrow Account.
Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.