Testing Principles Clause Samples

Testing Principles. Add the following to this clause:
View SourceView Similar (3)
Testing Principles. 12.1.1 Each Party shall have the right to require testing of the other Party’s switch(es) to confirm correct inter working. The testing varies according to the switch manufacturer, the hardware and the software build level and the method of implementation. The scope of the testing shall follow the relevant ITU-T guidelines and any manufacturer’s guidelines. In the event of any inconsistency the relevant ITU-T guidelines shall prevail.
View SourceView Similar (2)
Testing Principles. ‌ (a) Notwithstanding any other provision of this Agreement to the contrary, when calculating the availability under any basket, ratio, threshold or other amount which is to be determined in connection with a transaction under this Agreement (including any basket, ratio, test or permission where an element is set by reference to the Consolidated EBITDA and/or the Consolidated Total Net Leverage Ratio), other than in respect of the determination of: (i) the applicable Margin; (ii) the Financial Covenant Test; (iii) (in relation to Additional Facilities): (A) the Total Additional Term Facilities Cap, where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis as at the date of the applicable Additional Facility Accession Deed, provided that, where an Additional Facility is established in connection with a Permitted Acquisition, such determination may be made as at any Applicable Test Date (as defined below); or (B) Consolidated EBITDA where required to be determined for the purposes of the SSRCF Basket in connection with the establishment of an Additional Revolving Facility, where the required determination regarding Consolidated EBITDA must be made on a pro forma basis as at the date of the applicable Additional Facility Accession Deed, provided that, where an Additional Revolving Facility is established in connection with a Permitted Acquisition, such determination may be made as at any Applicable Test Date (as defined below); (iv) the making of any Permitted Distribution, where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis at the time of making the Permitted Distribution; (v) the Consolidated Total Net Leverage Ratio, where required to be determined for the purposes of: (A) paragraph (d) of the definition of Post-Closing Certain Funds Period, where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis at the time specified in that paragraph; (B) paragraph (b) of Clause 4.2 (Further conditions precedent), where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis as at the applicable proposed Utilisation Date, provided that, where such proposed Utilisation is in connection with a Permitted Acquisition, such determination may be made as at any Applicable Test Date; and (C) paragraph (c) of Clause 27.37 (Earn-outs in ...
View Source

Related to Testing Principles

  • Operating Principles The operations of the Bank shall be conducted in accordance with the principles set out below. 1. The Bank shall be guided by sound banking principles in its operations. 2. The operations of the Bank shall provide principally for the financing of specific projects or specific investment programs, for equity investment, and for technical assistance in accordance with Article 15. 3. The Bank shall not finance any undertaking in the territory of a member if that member objects to such financing. 4. The Bank shall ensure that each of its operations complies with the Bank’s operational and financial policies, including without limitation, policies addressing environmental and social impacts. 5. In considering an application for financing, the Bank shall pay due regard to the ability of the recipient to obtain financing or facilities elsewhere on terms and conditions that the Bank considers reasonable for the recipient, taking into account all pertinent factors. 6. In providing or guaranteeing financing, the Bank shall pay due regard to the prospects that the recipient and guarantor, if any, will be in a position to meet their obligations under the financing contract. 7. In providing or guaranteeing financing, the financial terms, such as rate of interest and other charges and the schedule for repayment of principal shall be such as are, in the opinion of the Bank, appropriate for the financing concerned and the risk to the Bank. 8. The Bank shall place no restriction upon the procurement of goods and services from any country from the proceeds of any financing undertaken in the ordinary or special operations of the Bank. 9. The Bank shall take the necessary measures to ensure that the proceeds of any financing provided, guaranteed or participated in by the Bank are used only for the purposes for which the financing was granted and with due attention to considerations of economy and efficiency. 10. The Bank shall pay due regard to the desirability of avoiding a disproportionate amount of its resources being used for the benefit of any member. 11. The Bank shall seek to maintain reasonable diversification in its investments in equity capital. In its equity investments, the Bank shall not assume responsibility for managing any entity or enterprise in which it has an investment and shall not seek a controlling interest in the entity or enterprise concerned, except where necessary to safeguard the investment of the Bank.

  • Accounting Principles Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done, unless otherwise specified herein, in accordance with GAAP.

  • Guiding Principles This Agreement shall create a liberal, facilitative, transparent and competitive investment environment in ASEAN by adhering to the following principles: (a) provide for investment liberalisation, protection, investment promotion and facilitation; (b) progressive liberalisation of investment with a view towards achieving a free and open investment environment in the region; (c) benefit investors and their investments based in ASEAN; (d) maintain and accord preferential treatment among Member States; (e) no back-tracking of commitments made under the AIA Agreement and the ASEAN IGA; (f) grant special and differential treatment and other flexibilities to Member States depending on their level of development and sectoral sensitivities; (g) reciprocal treatment in the enjoyment of concessions among Member States, where appropriate; and (h) accommodate expansion of scope of this Agreement to cover other sectors in the future.

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.