PROVIDED BY THE COMMONWEALTH Clause Samples

The 'PROVIDED BY THE COMMONWEALTH' clause defines the goods, services, or resources that the Commonwealth government is obligated to supply under the agreement. Typically, this clause lists specific items, support, or information that the Commonwealth will furnish to the other party, such as access to facilities, data, or personnel. Its core function is to clearly allocate responsibility for providing necessary inputs, ensuring both parties understand what the Commonwealth will deliver and reducing the risk of misunderstandings or disputes about obligations.
PROVIDED BY THE COMMONWEALTH. PROVIDED BY THE SUPPLIER
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  • For Cause by the Company The Company may terminate Executive’s employment for Cause, at any time, upon written notice reasonably describing the nature of such Cause. For purposes of this Agreement, the term “Cause” means Executive’s (i) willful misconduct; (ii) willful or gross neglect of Executive’s job duties; (iii) material failure to perform Executive’s job duties; (iv) refusal to follow a lawful directive of the Company that is materially related to and consistent with the provisions of Section 1 above; (v) material failure to comply with the Company’s material policies and practices; (vi) act of moral turpitude, theft, fraud or dishonesty; (vii) commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud or breach of trust); (viii) breach of any material term of a contractual agreement between Executive and the Company, including, without limitation, this Agreement; (ix) willful act that is (or reasonably would be expected to be) materially damaging or detrimental to the Company; (x) material violation of any federal securities law, rule or regulation or the rule of any securities self-regulatory organization; or (xi) becoming a statutorily disqualified person, as that term is defined in Section 39a)(39) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that, in the event of conduct described in clauses (iii), (iv), (v) or (viii) that is capable of being cured, Cause shall exist only if the Company provides written notice to Executive reasonably detailing such grounds giving rise to Cause and Executive fails to cure such grounds for Cause to the reasonable satisfaction of the Company within five (5) business days after delivery to Executive of such written notice, if reasonably curable within five (5) business days, or, if not, then within such time as is reasonable under the circumstances, which in no event shall exceed fifteen (15) calendar days, unless despite good faith efforts, elements beyond Executive’s control require additional time to cure, in which case the Company may extend this period in additional 5 day increments up to 30 days. Notwithstanding the foregoing, notice and an opportunity to cure an event giving rise to Cause shall not be required for any event that is the same or similar to an event that was the subject of a prior notice to cure. Executive’s date of termination in the event Executive’s employment is terminated for Cause shall be the date on which Executive is given notice of termination under this Section 6.3, except, if a notice period is required, Executive’s date of termination shall be upon the expiration of said notice period if Executive fails to previously cure the grounds giving rise to Cause.

  • Indemnity by the Company The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company’s agents, employees, representatives or affiliates.

  • Conduct of Business by the Company 5.1 Until the earlier of the IPO or the Option Expiration Date (as defined in Section 7.1), the Company and UPC agree to the following: The Company's activities will include, but not be limited to, providing telecommunications services (listed in Exhibit A hereto) to business customers in Europe (defined in Exhibit B hereto), both inside and outside the UPC Affiliate Area. Expansion by the Company outside of Europe, excluding the activities included in the Cignal's current business plan as presented to the Board of Directors of Cignal, will be at the discretion of the Company but will require UPC consent, for which a consideration may be agreed upon at the time of such expansion; provided, however, that the Company shall not in any event be required to conduct any activity if (A) such activity would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such activity would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such activity would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.2 Until the earlier of the IPO of the Company or the Option Expiration Date, the Company and UPC agree to the following: (i) to set up local Company entities identified in Exhibit C and to contribute the existing relevant business customers and associated revenues; and (ii) to the extent legally possible, to grant for value to the Company from its current operations exclusive rights of use on commercial arms-length terms, on an un-encumbered basis (to the explicit exclusion of Mundi Telecom), required to support the Company's subscriber base at the Closing Date; provided, however, that UPC shall not in any event be required to take any of the actions in (i) or (ii) above if (A) such action would result in a breach or violation of any indenture or financing arrangement, among UPC, UGC or the Company, respectively, and any third parties, (B) such activity would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (C) such action would require consent or approval from any municipality, workers council, trade union or shareholder, and such consent or approval is withheld, (D) such activity would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (E) such activity would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.3 Until the earlier of the IPO of the Company or such time when UPC and the Company have entered into a separate agreement with regard to their affiliate relationship, such agreement to be on terms no less favorable than those provided below, UPC and the Company agree to the following: The Company will have the exclusive right (subject to any restriction imposed by applicable laws, including without limitation any law regulating competition) to the use of the existing UPC fiber footprint for a term of seven years for the purpose of the Company's activities. The Company will be UPC's primary vehicle to provide national and international, retail and wholesale, CLEC products and services to business customers throughout Europe for a period of not less than seven years. The Company will have the sales and marketing functions to serve business customers, with the exception of the legacy chello broadband N.V. ("CHELLO") customers. Notwithstanding the foregoing, UPC shall not in any event be required to take any of the actions in this clause 5.3 if such action would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.4 Until the earlier of the IPO of the Company or such time when UPC and the Company have entered into a separate agreement with regard to their affiliate relationship, such agreement to be on terms no less favorable than those provided below, UPC and the Company agree to the following: For any acquisitions completed by UPC which extend its existing fiber footprint and in which it has at least a majority ownership interest, UPC will, to the extent legally possible or allowed for pursuant to the transaction documents underlying any such acquisition, grant for value to the Company the rights of use of relevant assets and infrastructure (in the form of either IRU contracts, leasing agreements, distribution contracts and/or other legal contracts and arrangements) on a preferred basis (as described in Exhibit D) without any obligation on the part of the Company to contribute to the associated UPC acquisition costs; provided, however, that UPC shall not in any event be required to make any of the above grants if (A) such grant would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such grant would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such grant would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.5 Until the earlier of the IPO of the Company or such time when UPC and the Company have entered into a separate agreement with regard to their affiliate relationship, such agreement to be on terms no less favorable than those provided below, UPC and the Company agree to the following: For any acquisitions completed by UPC in which all or a material portion of the acquired operations directly relate to the Company's activities and will result in a majority ownership by UPC of that acquired business, UPC will, to the extent legally possible or allowed for pursuant to the transaction documents underlying any such acquisition, offer to transfer, for value, the relevant operations or a material portion thereof; provided, however, that UPC shall not in any event be required to make any of the above transfers if (A) such transfer would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such transfer would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such transfer would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.6 Until the earlier of the IPO of the Company and the Option Expiration Date, UPC will use reasonable efforts to integrate any acquired business customer which falls within the Company's activities; provided, however, that UPC shall not in any event be required to take any of the above actions if (A) such actions would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties, (B) such actions would result in a breach of any law, regulation, government policy, license, governmental or regulatory approval, judgement or order of any court, or (C) such actions would constitute a taxable transaction, for which no tax ruling or exemption, satisfactory to UPC, is available; provided further, however, that UPC and the Company shall use their reasonable efforts to resolve any impediment created under (A), (B) or (C), so long as such efforts do not require the expenditure of cash to third parties, are in accordance with prudent business practices and are not impracticable. 5.7 Until the earlier of the IPO of the Company or the Option Expiration Date, UPC and the Company agree that irrespective of the price paid by UPC in the acquisitions described in Article 5.5 above, valuation of such acquisitions will need to be agreed upon by UPC, the Company and the Shareholders Representative, or otherwise through the independent appraisal process described in Article 10.1 of this Agreement. 5.8 Until the earlier of the IPO of the Company and the Option Expiration Date, the Company and UPC agree to the following: For any acquisition consummated by the Company directly, any such acquisition may be funded through the incurrence of debt or the issue of stock. The Company will fund its operations in the first instance with debt (including vendor financing) to the extent reasonably practicable; provided, however, that the Company will not be obligated to incur any indebtedness if such incurrence would, in the opinion of the Management Board of the Company, unduly prejudice its operating and financial flexibility. The availability and cost of such debt, as well as the Company's debt capacity, will be determined by the Management Board of the Company in consultation with internationally recognised banks and/or investment banks based on the Company's business plan and the Company's then current financial position; provided, however, that the Company shall not in any event be required to incur such debt if such incurrence would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties. If the Company requires additional funding beyond its determined debt capacity, then such funding shall come from UPC or other parties in the form of equity at the time such funding is provided. 5.9 Until the earlier of the IPO of the Company and the Option Expiration Date, the Company and UPC agree that any shareholder loans, including accrued interest, provided by UPC and/or its affiliates to the Company after the date hereof will be repaid by the Company either (a) from available cash or (b) from proceeds of the Company IPO (if consummated), subject to acceptability of such use of proceeds by the IPO underwriters; provided, however, that the Company shall not in any event be required to take any of the above actions if such actions would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties. 5.10 Until the earlier of the IPO of the Company and the Option Expiration Date, the Company and UPC agree to that if for any reason such shareholder loans may not be repaid at the time of the IPO, they will immediately convert to equity in the Company at a price equal to the high end of the initial filing range utilised to market the IPO (the "IPO Filing Price"); provided, however, that UPC and the Company shall not in any event be required to take any of the above actions if such actions would result in a breach or violation of any agreement or contract among UPC, UGC or the Company, respectively, and any third parties. 5.11 The Shareholder agrees that any lawsuit against UPC, the Company or any affiliates of UPC or the Company under this Article 5 can only be brought if it is supported in writing by Shareholders owning directly or indirectly the majority of the aggregate equity interest in the Company owned by all Shareholders. 5.12 Notwithstanding the foregoing, the Company shall retain the right to dispose of any assets or operations, without compensation to the Company therefor, at any time, that are unrelated to the Company's activities, including, but not limited to, the disposition of the businesses of Cesky Mobil AS and Priority Wireless Communication Gmbh. 5.13 Notwithstanding the foregoing, UPC retains the right to allow third parties to participate in the Company's or its subsidiaries' activities, as shareholders or otherwise, to the extent that UPC is required, as of the date hereof, to do so pursuant to any agreement or contract among UPC or any affiliate of UPC, or UGC or any affiliate of UGC, respectively, and any such third parties. In addition, until the earlier of the IPO of the Company and the Option Expiration Date, with the consent of the Shareholders Representative, UPC may allow third parties to participate in the Company's or its subsidiaries' activities, as shareholders or otherwise. 5.14 For the purpose of this Article 5:

  • Termination by the Company This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.