Bear U Sample Clauses

Bear U. S. Labor and Employment Matters. (i) The employment and services of all U.S. employees, contractors and consultants of Bear Group may be terminated at any time with or without cause and without any severance or other Liability to the members of the Bear Group. (ii) No member of the Bear Group is a party or subject to any labor union or collective bargaining agreement in connection with the U.S. Wholesale Business. There have not been since January 1, 2008, and there are not pending or, to Bear Group’s Knowledge, threatened, any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve any member of the Bear Group. There is no unfair labor practice, charge or complaint against a member of the Bear Group pending, unresolved or, to Bear Group’s Knowledge, threatened before the National Labor Relations Board. No event has occurred or circumstance exist that may provide the basis of any work stoppage or other labor dispute involving any member of the Bear Group. (iii) Each member of the Bear Group has complied in all material respects with each, and is not in violation in any material respect of any, Law relating to anti-discrimination and equal employment opportunities. There are, and have been, no material violations of any other Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, or termination of any person employed by the Bear Group. Each member of the Bear Group has filed all reports, information and notices required under any Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, or termination of any person employed or providing services to the Bear Group, and will timely file prior to Closing all such reports, information and notices required by any Law to be given prior to Closing. (iv) Each member of the Bear Group has paid or properly accrued in the ordinary course of business all wages and compensation due to persons employed by the Bear Group, including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses. (v) No member of the Bear Group has since January 1, 2008 effectuated a “plant closing” (as defined in the WARN Act) or (ii) a “mass lay-off” (as defined in the WARN Act), in either case affecting any U.S. site of employment or facility of the Bear Group, except in accordance with the WARN Act. The consummation of the transacti...
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Related to Bear U

  • Non-U S. Person...............................................................................33

  • For U S. federal income tax purposes, (i) Borrower is a disregarded entity and Borrower Parent is its sole owner and (ii) Borrower Parent is a U.S. Person.

  • The Non-U S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

  • Regulation U Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

  • The U S. Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) from time to time agrees to pay (i) to each U.S. Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, 10 Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's U.S. Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Credit Maturity Date or the date on which the U.S. Revolving Facility Commitments shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Borrowings effective for each day in such period minus the amount of Issuing Bank Fees (as defined below) set forth in clause (ii)(x) below and (ii) to each Issuing Bank, for its own account, (x) three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the U.S. Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the daily average stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank's customary documentary and processing charges (collectively, "Issuing Bank Fees"). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

  • Xxxxxx and X X. Xxxxxx.

  • Warrant Exchangeable for Different Denominations This Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Paragraph 7(e) below, for new Warrants of like tenor representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the holder hereof at the time of such surrender.

  • Xxxxxxx and X X. Xxxxxx.

  • Adjustment in Number of Securities Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 8, the number of Warrant Securities issuable upon the exercise at the adjusted exercise price of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Securities issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

  • Xxxxx and X Xxxxxxxxxx. Non-Commutative Geometry, Non- Associative Geometry and the Standard Model of Particle Physics, 1401.5083.

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