PLEASE READ THE FOLLOWING Clause Samples

PLEASE READ THE FOLLOWING. You are acknowledging the following regarding the included Grantee Questionnaire: • This inserted Grantee Questionnaire is an accurate and true copy of such previously submitted DASNY Grantee Questionnaire. • The Grantee certifies that there has been no material change in the information provided in the Grantee Questionnaire.
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PLEASE READ THE FOLLOWING. (a) In order to facilitate pooling of the assets in all sub accounts, it is required that all deposits must be made in cash. The trust does not hold non-cash assets or real estate property. (b) Income and principal will be distributed for the Beneficiary at the sole discretion of CCT. (c) The provisions of this Joinder Agreement may be amended as determined reasonably necessary by CCT so long as any such amendment is consistent with the Master Trust Agreement or is deemed necessary to conform to any changes required by the law. (d) It is understood and agreed upon that the trust is for the sole benefit of the Beneficiary. (e) Trustee and other fees shall be charged in accordance with the Fee Schedule as amended from time to time.
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PLEASE READ THE FOLLOWING. (a) In order to facilitate pooling of the assets in all sub accounts, it is required that all deposits must be made in cash. The trust does not hold non-cash assets or real estate property. (b) Income and principal will be distributed for the Beneficiary at the sole discretion of CCT. (c) The provisions of this Joinder Agreement may be amended as determined reasonably necessary by CCT so long as any such amendment is consistent with the Master Trust Agreement or is deemed necessary to conform to any changes required by the law. (d) It is understood and agreed upon that the trust is for the sole benefit of the Beneficiary. (e) Trustee and other fees shall be charged in accordance with the Fee Schedule as amended from time to time. See the Fee Schedule on Page 13. NOTE: CCT may, from time to time and at its discretion, hire additional professionals to serve as a liaison between CCT and the Beneficiary, or to assess the financial or custodial care arrangements of the Beneficiary and provide reports to CCT (e.g. accountants, attorneys, health care professionals, social workers, life care planners, care managers). CCT reserves the right to charge this expense to the Beneficiary’s trust sub account. (f) Taxes (1) The Grantor acknowledges that there have been no representations made to the Grantor regarding the deductibility of the contributions to the trust as charitable gifts or otherwise. (2) Trust fund (sub account) income, whether paid in cash or distribution in other property may be taxable to the Beneficiary, subject to applicable exemptions and deductions. Professional tax advice is recommended. (3) Income of the trust fund (sub account) may be taxable to the trust and when this occurs, such taxes shall be payable from the trust fund (sub account) of the Beneficiary. (g) This trust administered by CCT is a pooled trust, governed by the laws of Virginia, in conformity with the provisions of 42 U.S.C. § 1396p, amended August 10, 1993, by the Revenue Reconciliation Act of 1993. To the extent there is conflict between the terms of the Trust Agreement and/or this Instrument, and the governing law as from time to time as amended, the law and regulations shall control.
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PLEASE READ THE FOLLOWING. You are acknowledging the following regarding the included Grantee Questionnaire: • This inserted Grantee Questionnaire is an accurate and true copy of such previously submitted DASNY Grantee Questionnaire. • The Grantee certifies that there has been no material change in the information provided in the Grantee Questionnaire. Subject to the terms and conditions contained in this Agreement, DASNY shall disburse the Grant to the Grantee as follows: DASNY shall make payment to the Grantee, no more frequently than monthly, based upon Eligible Expenses (as set forth and in accordance with the schedule in Exhibit A) actually incurred by the Grantee, in compliance with Exhibit A and upon presentation to DASNY of the Payment Requisition Forms attached to this Agreement as Exhibit E and its attachments, together with such supporting documentation as DASNY may require in order to clearly demonstrate that Eligible Expenses were actually incurred by the Grantee in connection with the Project described herein. Payment shall be made by reimbursement, subject to the terms and conditions of Sections 4 and 5(a) of this Agreement; by payment on invoice subject to the terms and conditions of Sections 4 and 5(b) of this Agreement; or, for real property acquisition, subject to the terms and conditions of Sections 4 and 5(c) of this Agreement. Supporting documentation acceptable to DASNY must be provided prior to payment, including invoices and proof of payment in a form acceptable to DASNY. If the fronts and backs of canceled checks cannot be obtained from the Grantee’s financial institution, a copy of the front of the check must be provided, along with a copy of a bank statement clearly showing that payment was made by the Grantee to the contractor. DASNY reserves the right to request additional supporting documentation in connection with requests for payment, including the backs of canceled checks, certifications from contractors or vendors, or other documentation to verify that grant funds are properly expended. Please note that quotes, proposals, estimates, purchase orders, and other such documentation do NOT qualify as invoices. The Grantee agrees to provide such documentation to DASNY as may be requested by ▇▇▇▇▇ in its sole and absolute discretion to support a requisition for payment, to determine compliance by the Grantee with the terms of this Agreement or otherwise reasonably requested by DASNY in connection with the Grant, and further acknowledges that if documentat...
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PLEASE READ THE FOLLOWING. I understand that any no shows or late cancellations (less than 24 hours notice) will be billed at the rate of $50.00. I also understand that insurances companies will not cover these charges and I am therefore responsible for this payment.
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PLEASE READ THE FOLLOWING. All appointments must be in the office. Please be aware that insurance companies do not pay for telephone visits, report writing, frequent/lengthy phone contact, late cancellations and/or no show fees. There may be fees assessed with any and all of these services not covered by insurance.
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Related to PLEASE READ THE FOLLOWING

  • 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.

  • Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.

  • Additional Defined Terms As used herein, the following defined terms shall have the following meanings with respect to the Notes only:

  • Termination Following Change of Control If a "Change in Control", as defined in Section 9(e)(v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 9(b), or you terminate your employment for Good Reason, as that term is defined in Section 9(e)(vii), then you shall be entitled to the benefits described below: (i) You shall be entitled to the unpaid portion of your Basic Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control (the "Unpaid Earned Compensation"), plus 1.0 times your "Current Annual Compensation" as defined in this Section 9(e)(i) (the "Salary Termination Benefit"). "Current Annual Compensation" shall mean the total of your Basic Salary in effect at the Termination Date, plus the average annual performance bonus actually received by you over the last three years fiscal years (or if you have been employed for a shorter period of time over such period during which you performed services for the Company), and shall not include the value of any stock options granted or exercised, restricted stock awards granted or vested, contributions to 401(k) or other qualified plans, medical, dental, or other insurance benefits, or other fringe benefits.

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events: