DOC "Code" shall mean the Internal Revenue Code of as amended along with rules, regulations, decisions and other official interpretations in connection therewith. DOC "Person" shall mean an individual, corporation, partnership, joint venture, trust, or unincorporated organization, or a government or any agency or political subdivision thereof. Construction and Intei-pretation.
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References in this Agreement to "judgments" of the Lender include good faith and reasonable estimates by the Lender in the case of quantitative judgments and good faith and reasonable beliefs by the Lender in the case of qualitative judgments. The definition of any document or instrument includes all schedules, attachments and exhibits thereto and all renewals, extensions, supplements, restatements and amendments thereof. Any accounting term used in this Agreement and not specifically defined in Section 1. All terms used in the UCC and not specifically defined in this Agreement or in any other Loan Document shall herein have the meanings assigned to such terms in the UCC.
The Loan. Subject to the terms and conditions and relying upon the representations and warranties in this Agreement and the other Loan Documents, the Lender agrees to A- 4. The Lender may make the Loan to Borrower in one or more disbursements during the term of the Loan. This Agreement is terminable by the Lender as set forth herein, but it will not continue beyond January 15, the "Loan Expiry Date" , unless the entire principal balance of the Note, together with all accrued and unpaid interest thereon and all other costs and expenses in connection therewith, is not paid on the Loan Expiry Date.
Upon such event, the Loan shall be subject to the additional charges and revised due dates set forth in Section 2. The obligations of the Borrower to repay the unpaid principal amount of the Loan shall be evidenced in part by the Note of the Borrower dated the Closing Date in substantially the form attached hereto and made a part hereof as Exhibit "A" with the blanks appropriately filled. Interest Rates; Usury. In the event the rates of interest provided for in subsection a above or elsewhere in this Agreement or either of them are finally determined by any Official Body to exceed the maximum rate of interest permitted by any applicable usury or similar Laws, their or its application shall be suspended and there shall be charged instead the maximum rate of interest permitted by such Laws, If any payment of interest or in the nature of interest would cause the foregoing interest rate limitation to be exceeded, then such excess payment will be credited as a payment of principal, unless the Borrower notifies the Lender in writing to return the excess payment to the Borrower.
Interest Payments. Subject to the terms and conditions of this Agreement, the Borrower shall make a payment of all accrued but unpaid interest on the Loan Expiry Date. Principal Payments. The Borrower may not make any prepayments of principal under the Note. The Borrower shall pay the entire outstanding principal balance of the Note to the Lender on the Loan Expiry Date, unless otherwise extended pursuant to Section 2.
All payments and prepayments to be made in respect of principal, interest or other amounts due from the Borrower under this Agreement or under the Note shall be payable by o'clock p. Such payments shall be made to the Lender at its Office in U. Payments made under the Note are to be credited first to interest and lawful charges then accrued and the remainder to principal and in the inverse order of maturity and shall not postpone the due date or change the amount of any subsequent installment of principal.
The Borrower shall indemnify the Lender against any loss or expense which the Lender has sustained or incurred as a consequence of any Event of Default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or the Note including, without limitation, any failure of the Borrower to pay when due any principal, interest, commitment or origination fees or any other amount due hereunder or under the Note except to the extent such Joss or expense results from the Lender's negligence or willful misconduct.
If the Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower in writing of the amount determined in good faith by the Lender which determination shall be prima facia evidence thereof to be necessary to indemnify the Lender for such loss or expense.
Any such amount shall be due and payable by the Borrower to the Lender no later than ten 30 Business Days after such written notice is given. Exjt Fee. The Exit Fee shall not accrue any interest under Section 2. If the Borrower fails to pay the entire unpaid principal balance of the Note, all acciiied but unpaid interest thereon and the Exit Fee to the Lender on the Loan Expiry Date, the Exit Fee shall increase by Upon the Borrower's failure to make a payment in full of its obligations under this Agreement on the Loan Expiiy Date, such increased Exit Fee, the entire outstanding principal balance of the Note, all accrued but unpaid interest thereon and any other sums payable hereunder shall he due and payable on May 31, the "Final Expii7 Date".
Organization and Qualification. The Boirower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Authority; Power to Can-y on Business; Licenses. The Borrower has the power and authority to execute, deliver and perform the Loan Documents to which it is a party, to make the borrowing provided for herein, and to perform its obligations hereunder and under the other Loan Documents.
With respect to the Borrower, all such action has been duly and validly authorized by all necessary limited liability company proceedings on its part. Execution and Binding Effect. The Loan Documents to which the Borrower is a party have been duly and validty executed and delivered by the Borrower and constitute legal, valid and binding obligations of the Borrower enforceable in accordance with the terms hereof and thereof. Authorizations and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of the Loan Documents by the Borrower, the consummation by the Borrower of the transactions herein or therein contemplated, and the performance of or compliance with the tains and conditions hereof or thereof by the Borrower, 3.
Absence of Conflicts. Neither the execution and delivery of the Loan Documents by the Borrower, the consummation by the Borrower of the transactions herein or therein contemplated, nor the 4.
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D0C performance of or compliance with the terms and conditions hereof or thereof by the Borrower will a violate any Law, b conflict with ov result in a breach of or a default under any agreement or instrument to whicli the Borrower is a party or by which its properties now owned or hereafter acquired may be subject or bound or, c result in the creation or imposition of any Encumbrance or other charge upon any property now owned or hereafter acquired of the Borrower except as hereby provided.
Ownership and Control.
No Event of Default; Compliance with Instrument. No event has occurred and is continuing and, to the knowledge of the Borrower, no condition exists which constitutes an Event of Default or Potential Default. The Borrower is not in violation of i any term of any charter instrument or any by-law or ii any material agreement or instrument to which they are a party or by which they or any of their properties now acquired or hereinafter acquired may be subject or bound, 3. The conduct by the Borrower of its business as presently conducted does not violate any provision of any Law in any material respect, and the Borrower has obtained or will obtain all permits, licenses, consents and approvals of all Official Bodies or other third parties, including aJl consents and approvals, if any, under the Laws designed to protect the environment, which aie required to conduct such business, and no such permits, licenses, consents or approvals are subject to review upon appeal or under any pending or threatened attack by direct proceedings, except where such review process would not reasonably be expected to result in a Material Adverse Effect, 3.
Intellectual Property. The Borrower owns or possesses all of the patents, trademarks, service marks, tradenames, copyrights, licenses, franchises, permits and other rights with respect to the foregoing necessary to own and operate its personal property and to cany on its business as presently conducted without infringement upon or conflict with the rights of any other Person with respect thereto and no claim or litigation regarding any of the foregoing is pending or threatened 3.
Title to Property. Except as set forth on Schedule 3. No security documents or financing statements relating to such properties and assets or the Collateral have been executed by the Borrower or filed or recorded with respect to the Collateral or the Borrower's property or assets by any other Person, except the Permitted Encumbrances. Use of Proceeds. The proceeds of the Loan shall be used for funding the Borrower's purchase of the Facility, securing U.
Taxes, All tax returns required to be filed by each of the Borrower have been properly prepared, executed and filed. Ali taxes, assessments, fees and other governmental charges upon the Borrower or upon any of its respective personal property, income, sales or franchises which are due and payable have been paid. The reserves and provisions for taxes on the books of the Borrower are adequate for all open years 4. DOC and for their current fiscal period. The Borrower does not know of any proposed additional assessment or basis for any material assessment for additional taxes whether or not reserved against.
Upon the execution of this Agreement and the other Loan Documents, the Lender's security interest in the Borrower's personal property to the extent a security interest can be perfected therein pursuant to the UCC or applicable federal law i will be and continue to be a prior perfected security interest under the UCC and applicable federal law entitled to all the rights, benefits and priorities provided by the UCC and applicable federal law and b wilt be and win continue to be superior and prior to the rights of all Persons to the full extent provided by the UCC and applicable federal law subject only to Permitted Encumbrances.
All such action as is necessary or advisable to establish such rights of the Lender has been taken or will be taken at or prior to the time required for such purpose, including, without limitation, the filing of financing statements relating to such security interest in each office and in each jurisdiction where required in order to perfect the security interest described above, and there will be upon execution, delivery and filing as aforesaid, no necessity for any further action in order to preserve, protect and.
ARTICLE IV CLOSING The obligation of the Lender to enter into this Agreement and to make the Loan hereundcr is subject to tlie accuracy as of the date hereof of the representations and warranties contained in this Agreement and the other Loan Documents, to the performance by the Borrower of its obligations to be performed hereunder and thereunder on or before the date of such Loan, and to the satisfaction of the following further conditions: 4.
Reporting and Information Requirements. Promptly upon becoming aware thereof, the Borrower shall give the Lender notice with respect to any Material Adverse Change. Promptly upon becoming aware thereof, the Borrower shail give the Lender notice of the commencement, existence or credible threat of all proceedings by or before any Official Body against or affecting the Borrower or the Business which, if adversely decided, would have a Material Adverse Effect. The Borrower shall furnish to the Lender such other information, in such foim as the Lender may reasonably request from time to time.
Prcse "vatton of Existence and Franchises. The Borrower will maintain its limited liability company existence, rights and franchises in full force and effect in its jurisdiction of organization. The Borrower will qualify and remain qualified as a foreign limited liability company in each jurisdiction in which such failure to receive or retain qualification would have a Material Adverse Effect 5.
Compliance with Laws. The Borrower shall comply in all material respects with all applicable Laws. Use of Proceeds, The Borrower will use the proceeds of the Loans for the purposes set forth in Section 3. Management of Borrower.
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The Borrower shall not sell, pledge, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, the assets of the Borrower, without the prior written consent of the Lender, except as otherwise permitted in this Agreement, and except as such disposition shall not have a Material Adverse Effect. Events of Default. Consequences of an Event of Default, If an Event of Default shall occur and be continuing or shall continue to exist, the Lender shall be under no further obligation to make Loans and may declare the unpaid principal amount of any Note, interest accrued thereon and all other amounts owing by the Borrower hercundcr or under the Note to be immediately due and payable without presentment, demand, protestor further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.
Business Days. Er verpflichtet sich, den in diesem und den anderen Darlehensdokumenten festgehaltenen Verpflichtungen nachzukommen. Jede derartige bekannt gemachte Bemerkung ist bei Erhalt wirksam. Cohen, Esq. FAX: 8. Further, the Borrower waives and hereby acknowledges that it is estopped from raising any claim that either of such courts lacks personal jurisdiction over it so as to prohibit either such court from adjudicating any issues raised in a complaint filed with either of such courts against the Borrower by the Lender concerning the Loan Documents.
Dieser Vertrag wird in beliebiger Anzahl an Kopien ausgegeben und unter den Parteien in separate Kopien verteilt. Jede von ihnen wird so als Original angesehen, aber alle Kopien zusammen bilden nur ein und 8. Er tritt in Kraft zum Nutzen der Parteien. Die Rechte und Leistungen dieses Vertrages, oder anderen Darlehensdokumenten sind nicht dazu konzipiert, irgendeiner Dritten Partei zugute zu kommen. All rights reserved. Confidential and proprietary document V Confidential and proprietary document.
The company is responsible for cleaning services. For avoidance of doubt and in consideration for their participation in the Project, the Airbus Companies shall not be deemed to be third parties and any such information may freely circulate among them. The Company shall procure that: a The entities in respect of which it proposes the Associated Party status are made aware of the provisions of this NDA in advance of the acquisition of such status, and b Shall procure that any such entity acquires the Associated Party status solely by virtue of the execution of a Letter of Adherence strictly in the agreed form specified in Exhibit I "Letter of Adherence to the NDA" hereto.
The Company shall provide an attested copy of each such duly executed Letter of Adherence to Airbus. In such a case, the Party having received such an order or being subject to such applicable law shall inform the Disclosing Party of its obligation to disclose Confidential Information if possible prior to such disclosure. If the Disclosing Party wishes to counter such order or applicable law, the Receiving Party shall assist it in doing so; or b It is further disclosed by the Receiving Party in confidence to any third party with the prior written consent of the Disclosing Party.
The Receiving Party shall, upon request from and at the discretion of the Disclosing Party, immediately return or destroy all copies of Confidential Information disclosed under or in relation to this NDA. With regard to the Company, such right of termination may arise from breach hereof by Airbus in respect of its obligations to the Company or to any Associated Party.
The Company may furthermore be joined in any action launched by Airbus in respect of such breach and shall be held severally liable for the consequences thereof. The provisions of this Article 6 d shall be entirely without prejudice to the right of Airbus to seek and obtain injunctive relief and any other available remedy directly or solely against Associated Parties. NO WAIVER The Receiving Party agrees that no failure nor any delay in exercising on the part of the Disclosing Party any right or remedy under this NDA, shall operate as a waiver thereof in whole or in part , nor shall any single or partial exercise of any right or remedy prevent any further, future or other exercise thereof or any other right or remedy.
The rights and remedies existing by virtue of this NDA shall be cumulative and not exclusive of any rights or remedies provided by law. The confidentiality obligations contained in this NDA shall remain binding upon the Parties for 5 years from the date of disclosure of Confidential Information hereunder, notwithstanding any termination or expiry of this NDA prior to the end of such period. After such period, the confidentiality obligations contained in this NDA shall cease to be binding, except for those rights and obligations pertaining to: i Any Confidential Information received from a third party and disclosed by the Disclosing Party to the Receiving Party during the term of this NDA with notice at the time of disclosure that the Disclosing Party's rights in, and the Receiving Party's obligations with respect to, such Confidential Information shall not cease after the period referred to above.
The Receiving Party agrees to furnish reasonable cooperation in completing applications, as may be necessary to obtain such licenses. In the event of any dispute arising out of or in connection with the subject matter of this NDA, the Parties shall first endeavor to resolve such dispute amicably within thirty 30 days after the date of the notification by one Party of such dispute to the other Party. Should the Parties fail to do so, then such dispute shall be determined and settled by arbitration under the current Rules of Arbitration of the International Chamber of Commerce.
The number of arbitrators shall be three 3. The place of arbitration shall be Hamburg. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding on the Parties. B Any and all capitalized terms and expressions used in this Letter of Adherence shall have the meaning set forth in the NDA.
D [Company Y] wishes to grant Associated Party status to [Associated Party Z], a company duly organized and existing under the laws of [ ], having its registered office at , with registered number Hereinafter referred to as "TBD". Applicable Law: This Letter of Adherence shall be governed by and construed in all respects in accordance with the Law of f , [under English Law, please insert the following: "under which no rights shall be conferred to third parties pursuant to the Contracts Rights of Third Parties Act other than as provided specifically herein"]] 3.
Effective Date: This Letter of Adherence shall become effective on the date of signature hereof as written below. Alle Rechte vorbehalten. Oktober aufgesetzt. Ort des Schiedsgericht ist Hamburg. Die dem schiedsrichterlichen Prozess zu Grunde liegende Sprache ist Englisch. Casali n. Iva e iscrizione al Registro Imprese di Trieste n. Le premesse fanno parte integrante e sostanziale del presente contratto.
Le eventuali modifiche non potranno comunque comportare significative variazioni della superficie disponibile della porzione stessa. Il Promissario Acquirente prende atto che i disegni riportati nelle planimetrie allegate relative al posizionamento di sanitari, mobili, caminetti ed accessori in genere sono solo indicativi di una possibile e non impegnativa utilizzazione degli ambienti. A tal fine ai sensi della nota II bis all'art. La parte promissaria acquirente dichiara che al momento del contratto notarile definitivo: a. Spese e tasse del presente atto e dell'atto notarile definitivo, connesse e dipendenti, saranno a carico della parte Promissaria Acquirente.
Modifiche costruttive 5. Mandato per nomina primo amministratore e predisposizione del regolamento di condominio 6. Consegna 7. Prezzo 8. Godimento Consegna e interessi Spese accatastamento e allacciamento Ritardo pagamenti Penale Rogito Clausola compromissoria Casali Nr. Iva und Eintrag im Handelsregister von Triest unter der Nr. Juli unter der Kennung Prot. Carlo Bordieri Anwalt zu Jesolo rep. Das wie oben vertretene Unternehmen Palazzo Ralli S. Diese sind Teil der Ausarbeitungen des Projekts, auf deren Grundlage die Baugenehmigung erteilt wurde und in welchen die gemeinschaftlichen Einrichtungen, die Teil des vorliegenden Vertrages sind, rot unterstrichen sind.
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Dieser wird gezahlt: a. Umsatzsteuer I. Restbetrag bei Notariatsurkunde. Im Falle von Streitigkeiten, die die Anwendung und die Auslegung des vorliegenden Vertrags zum Inhalt haben, werden die Parteien an ein Schiedsgericht bestehend aus drei Teilnehmern verwiesen, bei dem jeder der Parteien einen Vorsitzenden benennt, der dritte von den zwei Vorsitzenden benannt wird. April , Nr. Augusts , zum Thema hat.
Zum Kauf versprochene Einheiten 3. Befreiung von der Verantwortung und Billigung der Umkehrung der Beweislast 4. Preis 8. Dienstbarkeit 9.
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- Königreich der Dämmerung by Steven Uhly.
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Nutzung Strafe Notariatsurkunde Schiedsklausel Gli ospiti avranno a disposizione 72 raffinate camere, di cui 62 Superior e Deluxe, 9 Junior Suite e una Suite Presidenziale. La nuovissima SPA, lusso d'eccezione a Venezia, regala agli ospiti momenti di relax indispensabili alla perfetta riuscita del soggiorno. La Sala Foscarini e la Sala Doge Orseolo hanno una capienza massima di circa persone, e si distinguono per il fine lusso e l'eleganza settecenteschi. Dotazioni disponibili: Videoproiettore, lavagna a fogli mobili, lavagna luminosa, impianto di amplificazione, connessione a Internet.
Da Piazzale Roma seguire le indicazioni per l'ospedale Fatebenefratelli, procedere su Sestriere Santa Croce, quindi continuare su Sestriere Cannareggio. I bagni rivestiti in pregiato marmo di Carrara dispongono di vasca o doccia, ricco set di cortesia. The way that their story intersects is also interesting, and each character really epitomizes some of the horrors of the war, and how that affects people, even generations later. I also learned a lot about the beginnings of Israel, and I am glad Uhly focused a lot on Israel.
While lengthy and at times, confusing, Kingdom of Twilight offers a really interesting perspective on World War II and its aftermath. Thank you to Edelweiss and MacLehose Press for providing me with a digital review copy of this book. Still an interesting read, and I learned a lot about the struggle of the first wave of Jews to reach Israel. Dec 03, Jule rated it really liked it Shelves: historical-after , international. This brutal and emotionally charged novel spanning decades starts with the shooting of a Nazi officer in a Polish town.
From that moment on, the lives of four core characters and a few more connected to them are told through the war, after the war and all the way up to the fight for an independent Israeli state. There is the - at that moment unborn - daughter of the shooter a Jew , the commander of the shooting's victim a Nazi , the woman who hides the shooter a German civilian and the mai This brutal and emotionally charged novel spanning decades starts with the shooting of a Nazi officer in a Polish town.
It begins in Poland, goes to Germany and ends in Israel with an open ending worthy of this story. As someone says: "This war is still ending. Neither do all Nazis forget they were Nazis, nor do all civilians stop feeling guilty for crimes their people committed, nor do the Jews and Poles suddenly forgive and heal. Naturally, there is thoughts of vengeance on the Germans, there is a wish to bury the past and for others a wish to bring forth the truth, there is remaining stereotypes by all parties. It is a brutal novel because it is real: it is violent and bloody and at times disgusting.
But that is realistic, considering it deals with a war, the Holocaust and the violent fight for Israel's nationhood. But one thing this book does well is to show the complexity. Even though we believe that it is a clear-cut black and white issue, this novel masterfully shows that things are more complicated. What about the children of Nazis - are they "bad"? What about Germans who hid Jews - they can't be bad!
What about Polish who shoot Germans in an ambush - are they "good"? As the title suggests, this book is about the twilight, the in-between, the grey areas. One minor detail cost this book a star off the rating and muddled the middle a bit.
There were different formats and changes in tone, which is fine. However, the time lines changed, too, as did the speed. This caused some characters to be years ahead of others in a following chapter. This would have been okay, had not flashbacks made things more complicated. Without any years indicated, I was often not sure at all where I was in the timeline and which year it is - which would have been crucial. Yes, they all stay connected, but had these connections been told chronologically instead of through flashbacks for a bigger plot twist, it would have aided the ability to understand the plot better.
At the beginning, in Poland, an SS commander had a subordinate called Karl Treitz who was lured to his death by a Pole named Piotr with the excuse that he, Piotr, knew where some Jews were hiding. After Treitz was killed, the commander identified and killed 37 Jews: one for every year of Treitz's life. The commander was named Joseph Ranzer, but later Joseph Kruze. His housekeeper was called Anna Stirnweiss, later Sarfati.
The over-hundred-and-fifty chapters shift focus from place to place and fro At the beginning, in Poland, an SS commander had a subordinate called Karl Treitz who was lured to his death by a Pole named Piotr with the excuse that he, Piotr, knew where some Jews were hiding.
The over-hundred-and-fifty chapters shift focus from place to place and from time to time. We follow a grown man to his infancy to his grandmother and back again.
Königreich der Dämmerung
But then, reading this incredible novel is like working a jigsaw puzzle. Oh, here is a piece marked "Maria", but which Maria? Here's some blue sky which might be TelAviv. Or maybe Jerusalem. But never Germany which is always depicted as gray and cold. Here's the Star of David, but the image seems to fade when I try to put it in the Germany section. Here's a piece that looks like a Jew, but is hidden under floorboards. Hidden diaries, hidden addictions. What or who is in the American area?
A father, who does not know his son, and is also a son who didn't know his father. The writing is absolutely masterful. Too long, with timelines and plots just coming into place as the author chooses. Intriguing ideas which get lost as the plot stomps and trips along. An ending would have been welcomed too. Amy rated it really liked it Jul 10, Patrick rated it really liked it May 27, Ruth Hemingway rated it it was ok Feb 08, Ciara rated it liked it Apr 27, Jan Hoffmann rated it it was amazing Oct 29, Pibook rated it liked it Apr 07, Cynthia rated it really liked it Aug 24, Christine rated it did not like it May 04, Apr 07, Zeba Clarke rated it really liked it.
The story spans , and follows the families of these three figures as they intertwine. The narrative skips although there is an underlying chronology that is preserved, and the translation was mostly very effective, although there are moments when the dialogue is painfully banal and poetic impressionistic chapters that don't quite come off. However, it is a compelling page-turner. Bone Carson rated it really liked it May 01, Jannik rated it it was amazing Jan 15, Jack Baker rated it did not like it Jun 08, Nissa rated it it was amazing Nov 10, Sue Wieland rated it it was ok Oct 13, Angela Madin rated it liked it May 25, Tos rated it it was amazing Jan 26, Catherine rated it it was amazing Jun 29, Scoutaccount rated it really liked it Dec 28, Tiia rated it it was amazing Mar 24,
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