Other Contingencies Sample Clauses
The "Other Contingencies" clause defines additional conditions that must be met for a contract to become binding or proceed to completion. This clause typically covers requirements not addressed elsewhere in the agreement, such as obtaining specific permits, securing financing, or the satisfactory completion of inspections. By including these contingencies, the clause provides flexibility and protection for the parties, ensuring that they are not obligated to proceed if certain critical conditions are not fulfilled.
Other Contingencies. In connection with the sale of the international tobacco business to JTI, pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco agreed to indemnify JTI against: • any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; • any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and • any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. As described above in “— Litigation Affecting the Cigarette Industry — Other Litigation and Developments—JTI Claims for Indemnification,” RJR Tobacco has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco and the nature and extent of any such obligation. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. RJR Tobacco, SFNTC and American Snuff Co. have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, Santa Fe has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of Santa Fe’s products. The cost has been, and is expected to be, insignificant. RJR Tobacco, Santa Fe and American Snuff Co. believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of future payments, if any, related to these indemnification obligations.
Other Contingencies. In relation to the +/- 55.00 acre site, this Letter of Intent assumes that all unappealed and unappealable land development approvals for the construction of no less than 1,080,000 square feet of distribution warehouse space, along with will-serve letters for utilities, and environmental permits have been secured. CLOSING COSTS: Customary allocation of closing costs.
Other Contingencies. 59.15.1 For the purpose of this Clause other contingencies shall be home burglary, bushfires, floods, or other disasters where the general staff member’s residence or members of their household are at significant risk.
59.15.2 The staff member may be granted up to two days paid Family Leave in any one instance.
59.15.3 The staff member, where practicable, shall give their direct supervisor (or other relevant supervisor) notice prior to the absence of the intention to take leave, the reasons for taking such leave and the estimated length of absence. In extraordinary circumstances, if it is not practicable for the staff member to give prior notice of absence, the staff member shall notify their direct supervisor (or other relevant supervisor) by telephone of such absence at the first opportunity on the day of the absence.
Other Contingencies. The Income Tax Department has amended the deemed assessment orders for the tax years from 2004 to 2010, raising a tax demand of Rs. 1,856 million, mainly due to additions in respect of allocation of expenses against exempt capital gains and dividend income subject to tax at reduced rate. The Additional Commissioner Inland Revenue (ACIR) has not accepted the Company’s contention on the matter of allocation of expenses on exempt capital gains and dividend income for the tax years 2004 to 2010. The total additions made in tax years 2004 to 2010 under this head amounts to Rs. 3,612 million. In tax year 2003, the same issue has been set aside by the Appellate Tribunal Inland Revenue (ATIR), with direction to the tax authorities that the allocation of financial cost has to be made taking into account the ‘cost of investment’ rather than ‘gross turnover’. Further, the Company has made representation before Federal Board of Revenue for necessary clarification and has also referred the above matter to Alternate Dispute Resolution Committee (ADRC) a mechanism available to provide an opportunity to tax payers for an easy and efficient resolution of disputes. Relying on the above decision of ATIR, the Commissioner Inland Revenue (Appeals)(CIR(A)) through his order dated September 23, 2011 for tax years 2004 to 2007 has set aside the issue for re-examination. The action was however maintained by the CIR(A) in the tax years 2008 and 2009 and appeals are currently pending before the ATIR. The appeal for the tax year 2010 is still pending before the CIR(A) . The Company has already made provision of Rs. 723 million against the demand for the above-mentioned years based on cost of investment. The management is confident that the ultimate outcome of the appeal would be in favor of the Company inter alia on the basis of the advice of the tax consultants and the relevant law and the facts.
Other Contingencies. 19.1.1 The Income Tax Department has amended the deemed assessment orders for the tax years from 2003 to 2015, raising a tax demand of Rs. 2,986 million, mainly due to additions in respect of allocation of expenses against dividend income subject to tax at reduced rate / Final Tax Regime and capital gains.
Other Contingencies. Notwithstanding any rights set forth in Section 3.17, the Members shall have the following rights and obligations created by, and for the periods set forth in, this Section 3.18.
(a) If the declaratory order respecting the non-jurisdictional status of the Manta Ray Phase II Facilities or, in the alternative, a certificate of public convenience and necessity under the NGA authorizing the construction of the Manta Ray Phase II Facilities has been issued on or before April 1, 1997 then the Members agree to promptly proceed with the construction of the Manta Ray Phase II Facilities. If such facilities are constructed as facilities not subject to the NGA, they will be owned by Manta Ray; otherwise they will be owned by Nautilus or such entity as the Members unanimously agree upon.
(b) If either the declaratory order or the certificate of public convenience and necessity referred to in (a) above has been issued on or before April 1, 1997 but the Construction Certificate has not been issued on or before April 1, 1997, any Member which reasonably believes that the Construction Certificate will not be issued by June 1, 1997 shall have the right, until April 10, 1997, to eliminate the obligations of the Members to proceed with the construction of the Nautilus Initial Facilities and to cause the Membership Interests to be adjusted in accordance with Section 3.18(e); however, no Membership Interest adjustment shall be made if two or more Members elect to promptly reconstitute Nautilus and proceed with the Nautilus Initial Facilities and such reconstituting Members have both (x) received a Construction Certificate and (y) begun Nautilus Initial Facilities construction, by December 31, 1998, otherwise by December 31, 1998 the Membership Interests shall be adjusted in accordance with Section 3.18(e) and Leviathan Holding, if it is not one of the reconstituting Members, shall be reimbursed an amount equal to the value Leviathan Holding would have realized had the Reconciliation Adjustment under Section 3.18(e) been made on the Reconciliation Date plus a cost of capital adjustment equal to ten and one-half percent (10.5%). If the reconstituting Members construct the Nautilus Initial Facilities, such Members agree to use good faith reasonable efforts to maintain the transport rates on the Nautilus System agreed to in the Precedent Agreements between (i) Shell Offshore Inc., Shell Deepwater Development Inc., Shell Deepwater Production Inc., and Nautilus, and (ii) Marathon Oi...
Other Contingencies. In the event the Contingencies are not satisfied, then either party may cure within a reasonable time. Upon failure to cure, this contract may be terminated by either party and the Buyer’s deposit shall be immediately returned to the Buyer. The party responsible for the required inspections and tests agrees to promptly apply for and diligently process the same. The Seller agrees to fully cooperate and permit access to the property for such inspections and testing. In the event the tests are not performed within the time periods stated, the tests are deemed waived. By signing this Contract, Seller represents, to the best of Seller’s knowledge, that the property is currently zoned as
Other Contingencies. This offer is made subject to: See Addendum #2. The terms of attached Addendum #2 are incorporated into this Contract by this reference.
Other Contingencies. If none, check this box : If Buyer has not waived or satisfied this/these “Other Contingencies” in writing on or before ADDITIONAL TERMS AND CONDITIONS: If none, check this box : 11)
Other Contingencies. This Agreement shall be deemed terminated, with no continuing liability to either party, in the event Owner is unable to close on its senior secured debt financing by May 12, 2008, in an amount sufficient to complete the Project.