12c Sample Clauses

12c. Removal of a Licensee will generally be preceded by a three-day removal notice; however, depending on the severity of the situation found to warrant removal, shorter notice may be permitted and

12c. Each casual employee would be given the opportunity to choose, at one time, the number of shifts to which s/he would be entitled to, i.

12c. If, with respect to any state in which a Property is located, (i) Borrower fails to deliver to Lender an opinion pursuant to this Section 4.3.12

12c. For the avoidance of doubt, if any reported decision of a state appellate court would result in the foregoing clauses (a)(i) through (iii) applying in such state, then such state shall constitute an “Applicable HOA State”.

12c. When a bargaining unit employee is promoted to a position assigned to a higher grade, his/her wage rate shall be adjusted to the minimum pay step in the higher grade or 2 steps whichever is greater. If the employee's current pay step exceeds the minimum pay step in the higher grade, the employee's wage rate shall be increased by two (2) steps provided it does not exceed the maximum of the new grade. The employee shall then be eligible for step increases as provided in this Article.

12c. Employees whose names remain on the recall list shall be offered, in order of seniority, the opportunity to return to any vacancy for which they are qualified (as defined in 11.16a or 11.16b as appropriate) before any new employee is hired. It is understood, however, that if a laid-off employee refuses employment in a permanent vacancy for which the employee is so qualified, the employee's name shall be removed from the recall list.

12c. 2 In connection with any registration or qualification of the Registrable Securities under this Agreement (i) the Issuer shall indemnify and hold harmless the shareholder, including but not limited to each person or entity, if any, who controls the shareholder within the meaning of section 15 of the U.S. Securities Act, against all losses, claims, damages, liabilities and expenses (including but not limited to reasonable expenses incurred in investigating, preparing and defending against any claim) to which the shareholder or such controlling person may become subject under the U.S. Securities Act, the Exchange Act or otherwise, insofar as the same arise out of or are based upon or are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) furnished pursuant to this Agreement or insofar as the same arise out of, are based upon or are caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are ultimately determined to have arisen out of or were based upon or were caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon written information furnished to the Issuer by or on behalf of a shareholder or any such control person for inclusion in any Registration Statement or prospectus (and any amendments or supplements thereto); provided, however, that the Issuer shall not be liable in any such case to the extent that any such losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission in the final prospectus, if such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the final prospectus and such shareholder thereafter fails to deliver such final prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities covered by the Registration Statement to the person asserting such losses after the Issuer had furnished such shareholder with a sufficient number of copies thereof in a manner and at a time sufficient to permit delivery of the same by such shareholder, and (ii) each selling shareholder s...

12c. Section 2.12(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

12c. Section 2.12(c) of the Credit Agreement is hereby amended by the addition of the following language at the end thereof: “If any Group Member shall receive Net Cash Proceeds from any Permitted Patent Sale, (i) at any time at which the Consolidated Senior Leverage Ratio for the most recently ended fiscal quarter is equal to or greater than 3.00x, 50% such Net Cash Proceeds shall be applied within five (5) Business Days after receipt thereof toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e), or (ii) at any time at which the Consolidated Senior Leverage Ratio for the most recently ended fiscal quarter is equal to or greater than 2.00x but less than 3.00x, 25% such Net Cash Proceeds shall be applied within five (5) Business Days after receipt thereof toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). For avoidance of doubt, at any time at which the Consolidated Senior Leverage Ratio for the most recently ended fiscal quarter is less than 2.00x, no mandatory prepayment with respect to Permitted Patent Sales shall be required.”

12c. 3 Promptly upon receipt by a party indemnified under this Agreement of notice of the commencement of any action against such indemnified party in respect of which indemnity or reimbursement may be sought against any indemnifying party under this Agreement, such indemnified party shall notify the indemnifying party in writing of the commencement of such action, but the failure to so notify the indemnifying party shall not relieve it of any liability which it may have to any indemnified party otherwise than under this Agreement unless such failure shall materially and adversely affect the defence of such action. In case notice of commencement of any such action shall be given to the indemnifying party as above provided, the indemnifying party shall be entitled to participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defence of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party. The indemnified party shall have the right to employ separate legal counsel in any such action and participate in the defence thereof, but the fees and expenses of such counsel (other than reasonable expenses incurred in investigating, preparing and defending against any claim) shall be paid by the indemnified party unless (a) the indemnifying party agrees to pay the same, (b) the indemnifying party fails to assume the defence of such action with counsel reasonably satisfactory to the indemnified party (in such case the indemnifying party shall not have the right to assume the defence of such action on behalf of such indemnified party), or (c) the named parties to any such action (including any impleaded parties) have been advised by such counsel that representation of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional conduct (in which case the indemnifying party shall not have the right to assume the defence of such action on behalf of such indemnified party). In the event that either of the circumstances described in clauses (b) and (c) of the sentence immediately preceding shall occur, the indemnified party shall have the right to select a separate counsel and to assume such legal defence and otherwise to participate in the defence of any such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by...