Working Groups. From time to time, a Joint Committee may establish and delegate duties to sub-committees or directed teams (each, a Working Group) on an as-needed basis to oversee particular projects or activities (e.g., joint project team, joint finance group, or joint intellectual property group). Each such Working Group shall be constituted and shall operate as the Joint Committee determines; provided, that each Working Group shall have equal representation from each Party, unless otherwise mutually agreed. Working Groups may be established on an ad hoc basis for purposes of a specific project or on such other basis as the Joint Committee may determine. Each Working Group and its activities shall be subject to the oversight, review and approval of, and shall report to, the Joint Committee that formed said Working Group. In no event shall the authority of the Working Group exceed that specified for the Joint Committee that formed the Working Group. All decisions of a Working Group shall be by unanimous agreement. Any disagreement between the designees of [[Organization A:Organization]] and on a Working Group shall be referred to the Joint Committee that formed the Working Group for resolution.
Support Groups. The following support groups are divisions within the Saul Company which perform services for [[Saul Centers:Organization]]:
Working Drawings. Landlord shall cause the Tl Architect to prepare and deliver construction plans, specifications and drawings for the Tenant Improvements (Tl Construction Drawings) consistent with the Space Plans and the Tl Specifications.
Working Group. Promptly, and in any event within thirty (30) days after the Effective Date, the Parties shall establish a working group (the Working Group) and such Working Group will facilitate communications and discussions between the Parties with respect to each Partys rights and obligations under this Agreement, including Allergans Development activities and Allergans Commercialization activities Each Party shall appoint one or more appropriate representatives to the Working Group. Each Party may replace its representatives at any time upon written notice to the other Party. The Working Group shall meet at least semi-annually, or more frequently as such Working Group may agree. The Working Group may meet in person, by videoconference, or by teleconference, as agreed by such Working Group. Each Party shall bear the expense of its respective Working Group members participation in Working Group meetings. The Working Group shall not have decision-making authority with respect to any matter under this Agreement.
Industry Classification Groups. For purposes of this Agreement, the Borrower shall in its reasonable determination assign each Portfolio Investment to an Industry Classification Group. To the extent that any Portfolio Investment is not correlated with the risks of other Portfolio Investments in an Industry Classification Group established by S&P or MSCI, such Portfolio Investment may be assigned by the Borrower to the Industry Classification Group that is most closely correlated to such Portfolio Investment. In the absence of any correlation, the Borrower shall be permitted, upon notice to the Administrative Agent and each Lender to create up to three additional industry classification groups for purposes of this Agreement.
Support Groups Costs. Commencing on the date hereof and continuing each year thereafter, Saul Company and [[Saul Centers:Organization]] shall respectively determine the annual costs (the “Allocated Support Employee Cost”) of each employee in the Support Groups (individually, an “Allocated Support Employee” and collectively, the “Allocated Support Employees”). The Allocated Support Employee Cost will be calculated by adding the following:
Industry Groups Costs. Commencing on the date hereof and continuing each year thereafter, Saul Company and [[Saul Centers:Organization]] shall respectively determine the monthly costs (“Industry Employee Cost”) of each employee in the Industry Groups (individually, an “Industry Employee” and collectively, the “Industry Employees”). The Industry Employee Cost will be calculated by adding the following and dividing it by twelve (12) months:
Final Working Drawings. After the Preliminary Plans have been approved by Landlord, Tenant shall cause Tenants Architect and the Engineers to prepare and submit for Landlords approval complete and detailed construction plans and specifications, including a fully coordinated set of architectural, structural, mechanical, fire protection, electrical and plumbing working drawings for the Tenant Improvement Work, in a form that is sufficiently complete to permit subcontractors to bid on the work, obtain all required Permits (as defined in [Section 3.4], below) and commence construction (the Final Working Drawings). The Tenant Improvements shall be designed in accordance with the LEED Design/Operational Requirements and the Final Working Drawings shall incorporate the LEED Design/Operational Requirements. Tenant shall furnish Landlord with two (2) hard copies signed by Tenant and one (1) electronic version of such Final Working Drawings. Landlord shall approve or disapprove the Final Working Drawings by giving written notice to Tenant within fifteen (15) Business Days after receipt thereof. Landlord shall not unreasonably withhold its approval of the Final Working Drawings, provided that, without limiting the generality of the foregoing, Landlord shall be entitled to withhold its consent to the Final Working Drawings for any of the reasons specified in [Section 2.2.1] above, or if in Landlords good faith judgment, the Final Working Drawings are inconsistent with, or do not conform to, the Approved Preliminary Plans. If Landlord disapproves the Final Working Drawings, Landlord shall return the Final Working Drawings to Tenant with a statement of Landlords reasons for disapproval and/or specifying any required corrections or revisions. Landlord shall approve or disapprove of any such revisions to the Final Working Drawings within seven (7) Business Days after receipt of such revisions. This procedure shall be repeated until Landlord approves the Final Working Drawings (as so approved, the Approved TI Construction Drawings). Tenant shall include provisions in it Design Professional Agreements (as defined in [Section 2.2.4]) which expressly allow Landlord to use any and all of the Approved TI Construction Drawings for the Tenant Improvements without any additional cost or payment if the Lease is terminated, subject to Landlord agreeing to indemnify Tenants Architect and Engineers in question if Landlord elects to use any of the Approved TI Construction Drawings without retaining Tenants Architect or Engineer for the portion of Tenants Work covered by the Design Profession Agreement in question.
Working Capital Funding. On or before that date which is ninety (90) days after the Closing, the Purchaser shall cause the shareholders of the Purchaser to contribute an additional One Million and 00/100 Dollars ($1,000,000) to the Purchaser to fund working capital and to ensure that the Assumed Liabilities will be satisfied by Purchaser when due on a timely basis.
alter the pro rata or ratable treatment of the Lenders under this Credit Agreement or the obligations of the Lender Groups to obtain participations in Swingline Loans in accordance with the Lender Groups’ Applicable Percentage in accordance with [Section 2.07]; or
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