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For more information visit our privacy policy.Advise of Changes Advise Seller promptly in writing of any fact that, if known at the Closing Date, would have been required to be set forth or disclosed in or pursuant to this Agreement, or which would result in the breach by Purchaser of any of its representations, warranties, covenants or agreements hereunder;
Advice of Changes The Company shall promptly advise Parent orally and in writing of any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect.
Notification of Changes Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.
Implementation of Changes If Tenant: (i) approves in writing the cost or savings and the estimated extension in the time for completion of Landlord’s Work, if any, and (ii) deposits with Landlord any Excess TI Costs required in connection with such Change, Landlord shall cause the approved Change to be instituted. Notwithstanding any approval or disapproval by Tenant of any estimate of the delay caused by such proposed Change, the TI Architect’s determination of the amount of Tenant Delay in connection with such Change shall be final and binding on Landlord and Tenant.
Advice of Changes; Filings The Company and Parent shall promptly advise the other party orally and in writing of (i) any representation or warranty made by it (and, in the case of Parent, made by Sub) contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of it (and, in the case of Parent, of Sub) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, of Sub) under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company and Parent shall, to the extent permitted by law, promptly provide the other with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby, other than the portions of such filings that include confidential information not directly related to the transactions contemplated by this Agreement.
Introduction of Change (a) If the employer has made a definite decision to introduce major changes in production, programme, organisation, structure or technology that are likely to have significant effects on practitioners, the employer shall notify the practitioners who may be affected by the proposed changes and the Association. (b) Significant effects" include termination of employment, major changes in the composition, operation or size of the employer's workforce or in the skills required; the elimination or diminution of job opportunities, promotion opportunities or job tenure; the alteration of hours of work; the need for retraining or transfer of practitioners to other work or locations and restructuring of jobs. If this Agreement provides for alteration of any of the matters referred to herein an alteration shall be deemed not to have significant effect. (a) The employer shall discuss with the practitioners affected and the Association, inter alia, the introduction of the changes referred to in subclause (1) hereof, the effects the changes are likely to have on practitioners, measures to avert or mitigate the adverse effects of such changes on practitioners and shall give prompt consideration to matters raised by the practitioners and/or the Association in relation to the changes. (b) The discussion shall commence as early as practicable after a firm decision has been made by the employer to make the changes referred to in subclause (1) hereof. (c) For the purposes of such discussion, the employer shall provide to the practitioners concerned and the Association, all relevant information about the changes including the nature of the changes proposed; the expected effects of the changes on practitioners and any other matters likely to affect practitioners, but the employer shall not be required to disclose confidential information the disclosure of which would be inimical to their interests.
PROMOTIONS AND STAFF CHANGES 11.01 Job Postings a) When a vacancy occurs or a new position is created for a regular position which the Employer has decided to fill it shall be posted on all bulletin boards for five (5) working days and filled within forty (40) working days of the posting closing. Positions may be advertised in the media only after the Employer has determined an internal applicant is not the successful applicant. Where the Employer decides not to fill a vacant position, the Employer will provide an explanation to the Union if so requested. b) The Employer, on a temporary basis, may fill a posted position during the posting and selection period. c) For temporary positions of up to forty-two (42) days, a posting is not required. Positions of longer than forty-two (42) days (seventy-eight (78) days only in the case of temporary aquatic program positions) shall be posted except where the vacancy is created by the absence of an Employee due to vacation. d) If a temporary position is made into a regular position, the new regular position shall be posted at least 14 days prior to the end of the temporary position. (i) A posting shall include the following information: Nature of position, qualifications, skills, required knowledge and education, current shift hours and days, number of hours of work per week, and wage rate. (ii) Such qualifications may not be established in an arbitrary or discriminatory manner, and shall reflect the contents of the Job Description. 11.02 Role of Seniority in Appointments, Promotions, Demotions and Transfers a) Both parties recognize the principle of promotion within the service of the Employer in the bargaining unit (i) For classifications required by their job description to supervise other employees in the bargaining unit listed in XXX#4, appointments, promotions, demotions, and transfers shall be based on the ability, knowledge, qualifications and seniority of the Regular Employees considered. Where the ability, qualifications and knowledge of the applicants are relatively equal, the senior applicant will be the successful candidate. (ii) For all other classifications, where the ability, qualifications and knowledge are sufficient to perform the functions of the posted position, the senior applicant shall be appointed. c) If the position is not filled by a Regular Employee in (i) or (ii) above, the ability and qualifications of Casual, Temporary and Seasonal Employees shall be considered, and if relatively equal, the senior applicant as determined in Article 10.05 shall be appointed. d) If the position is not filled by an Employee in b (i), (ii), or c) above, all other applicants shall be considered.
Absence of Changes Except as set forth in Schedule 3.10, since August 28, 1999 (except as otherwise expressly noted below), (a) the Business has been operated in the ordinary course consistent with past practices, (b) there has not been any Material Adverse Change with respect to the Business, or any material deterioration of relations between the Companies and their suppliers (including without limitation parties to grower contracts of the Companies), customers or Personnel and (c) to the knowledge of Shareholders, there has been and is no threatened Material Adverse Change with respect to the Companies. Without limiting the generality of the foregoing, except as contemplated by Section 5.18 hereof and except as set forth in Schedule 3.10, the Companies have not: (i) sold, assigned, leased or transferred any of the Assets that exceed $100,000 individually or $250,000 in the aggregate in book value or fair market value, other than (A) Inventory sold or disposed of in the ordinary course of business, consistent with past practice, to Buyer or persons who are not Affiliates of the Companies for fair consideration and (B) the assets comprising the feedmill operations as contemplated by Section 6.20 hereof; (ii) canceled or terminated, or amended, modified or waived any material term of, any Material Contract, except in the ordinary course of business; (A) increased the compensation payable or to become payable to any of its directors or officers, (B) increased the base compensation payable or to become payable to any of its Personnel who are not directors or officers, except for normal periodic increases in such base compensation (not exceeding, in each case, 5%) in the ordinary course of business, consistent with past practice, (C) increased the sales commission rate payable or to become payable to any of its Personnel who are not directors or officers, (D) granted, made or accrued any loan, bonus, severance, termination or continuation fee, incentive compensation (excluding sales commissions), service award or other like benefit, contingently or otherwise, to or for the benefit of any of its Personnel, except pursuant to the Employee Plans set forth in Schedule 3.22, (E) adopted, amended or caused or suffered any addition to or modification of any Employee Plan, other than (1) contributions made in the ordinary course of business, consistent with past practice or (2) the extension of coverage to any of its Personnel who become eligible after the date of this Agreement, (F) granted any stock options or performance unit grants or other interest under any Employee Plan, (G) entered into any new employment or consulting agreement or caused or suffered any written or oral termination, cancellation or amendment of any such employment or consulting agreement to which it is a party (except with respect to any employee at will without a written agreement), (H) entered into any collective bargaining agreement or caused or suffered any termination or amendment of any collective bargaining agreement to which it is a party or (I) with respect to any Shareholders, or any Affiliate of any Shareholders, granted, made or accrued any payment or distribution or other like benefit, contingently or otherwise, or otherwise transferred Assets, including any payment of principal of or interest on any debt owed to any such Shareholders or Affiliate, other than (1) any payments to such person in the ordinary course of business in his capacity as an employee of the Companies and (2) any transactions between the Companies, in the ordinary course of business and on an arms' length basis; (iv) made any capital expenditure or commitment to make any capital expenditure in excess of $100,000; (v) executed (A) any Lease for real property or (B) any Lease for personal property involving annual payments in excess of $50,000, or, with respect to clauses (A) and (B) of this clause (v), offered to execute any Lease or incurred any liability therefor; (vi) made any payments or given any other consideration to customers or suppliers, other than payments under, and in accordance with the terms of, Contracts in effect at the time of such payment; (vii) changed its accounting methods, principles or practices, including any change in the application or interpretation of GAAP; (viii) suffered any damage, destruction or casualty loss (whether or not covered by insurance) affecting its physical properties that exceeded $100,000 in any one instance or $250,000 in the aggregate; (A) issued or sold, or entered into any agreement obligating it to issue or sell (B) directly or indirectly redeemed, purchased or otherwise acquired, or split, combined, reclassified or otherwise adjusted, any class or series of capital stock, or any securities convertible into or exchangeable for capital stock or (C) declared or paid any dividend or other distribution in respect of any class or series of capital stock; (A) incurred any indebtedness for borrowed money or entered into any commitment to borrow money except for drawings under the Companies' revolving line of credit in the ordinary course of business or (B) incurred any obligations for any performance bonds, payment bonds, bid bonds, surety bonds, letters of credit, guarantees or similar instruments; (xi) taken any action in anticipation of the execution of this Agreement or for any other reason to delay or defer expenses (including delay or postponement of capital expenditures or the payment of accounts payable), liabilities or obligations of any kind whatsoever or to accelerate any income, revenue, payment or similar item, other than in the ordinary course of business consistent with past practice; (xii) paid, discharged or satisfied any liability, other than any such payment, discharge or satisfaction in the ordinary course of business, consistent with past practice of (A) liabilities reflected or reserved against on the balance sheets in the Audited Financial Statements, the Unaudited Financial Statements or in the Interim Financial Statements or incurred subsequent thereto in the ordinary course of business, consistent with past practice, or (B) liabilities under, and in accordance with the terms of, any Material Contracts, Licenses and Permits and other commitments set forth in the Schedules; (xiii) changed or amended any of their articles of incorporation or bylaws or similar organizational documents; (A) acquired (by merger, consolidation, acquisition of stock, other securities or assets or otherwise), (B) made a capital investment (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise) in or (C) guaranteed indebtedness for borrowed money of, (1) any Person or (2) any portion of the assets of any Person that constitutes a division or operating unit of such Person; (xv) mortgaged or pledged, or otherwise made or suffered any Encumbrance (other than any Permitted Encumbrance) on, any of their material Assets or group of their Assets that is material in the aggregate; (xvi) revalued any of their Assets, including any write-off of notes or accounts receivable or any increase in any reserve (other than in the ordinary course of business consistent with past practice), involving in excess of $10,000 individually or $50,000 in the aggregate (such amounts to be calculated without netting any decrease); (xvii) amended, cancelled or suffered termination of any License or Permit that is material to any of the Companies; (xviii) canceled, waived or released any right or claim (or series of related rights or claims) involving in excess of $10,000 individually or $50,000 in the aggregate; or (xix) made any material change in the policies or practices relating to purchasing practices, selling practices, returns, discounts or other terms of purchase or sale or accounting therefor or in policies of employment; or entered into any Contract to do any of the foregoing.
Notice of Changes If a Party makes a change in its network which it believes will materially affect the interoperability of its network with the other Party, the Party making the change shall provide at least ninety (90) days advance written notice of such change to the other Party.
Description of Change in Terms A. Modification(s)