By Sierra Sample Clauses

By Sierra. Sierra may, at its cost and expense, modify or improve the Freight Easement Property and Railroad Facilities as needed to accommodate its Freight Service or Tourist Service; provided, however, that Sierra first obtains the Commission’s written approval of Sierra’s plans for such modifications and improvements, subject to the provisions of Section 2.3, which prohibit material interference with Sierra’s Freight Service rights and obligations under federal law, unless first approved by the STB. Subject to the provisions of Section 2.3, which prohibit material interference with Sierra’s Freight Service rights and obligations under federal law, unless first approved by the STB, Sierra’s modification or improvement of the Freight Easement Property and Railroad Facilities will be coordinated with existing or future legal public uses of the Property that the Commission may authorize. Sierra may, upon the termination of this agreement or upon the abandonment of any applicable section of the Freight Easement Property or portion of the Railroad Facilities, remove any modifications or improvements to such Freight Easement Property or Railroad Facilities that were paid for by Sierra, that do not constitute any repair or replacement to such Freight Easement Property or Railroad Facilities, and that have not become fixtures to such Freight Easement Property or Railroad Facilities.
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By Sierra. Sierra represents and warrants as follows, except as specifically disclosed in the Disclosure Schedule:
By Sierra. Sierra may unilaterally terminate this Agreement: 6.3.1 if TNB has breached any representation or warranty contained in this Agreement, or has failed to perform, satisfy or comply with in any material respect any of its agreements and covenants contained in this Agreement (other than as described in Section 6.4.2), and such breach or failure would or could reasonably be expected to have a Material Adverse Effect on TNB or the Surviving Bank; such termination to take effect fifteen (15) Business Days following notice to TNB identifying such breach if such breach has not been cured prior to the expiration of such period; provided, that in the case of a termination under -------- this Section 6.3.1, where a breach or failure giving rise to such termination shall have been caused in whole or in part by any action or inaction on the part of TNB or any of its directors or officers or any TNB Affiliates, Sierra shall be entitled to receive from TNB the Termination Fee. The Termination Fee, if due under this Section 6.3.1, shall be $200,000 plus Sierra's Expenses, unless TNB enters into a binding agreement with a potential acquiror respecting a Strategic Transaction within 12 months following the date of termination of this Agreement under this Section 6.3.1, in which case the total Termination Fee shall be increased to $500,000 plus Sierra's Expenses; 6.3.2 upon notice to TNB if (a) TNB has not reaffirmed its intent to proceed with the Consolidation pursuant to Section 4.1.3 following its receipt of a Qualifying Strategic Transaction Proposal; (b) the TNB Shareholders fail to approve the Consolidation at the Meeting of TNB Shareholders called for the purpose of voting on the Consolidation; (c) TNB or any director or officer has participated in any action to oppose or frustrate the obtaining of the approval of the Consolidation by the TNB Shareholders or any TNB Affiliate which is a party to an TNB Voting Agreement has violated the terms of a TNB Voting Agreement and the TNB Shareholders fail to approve the Consolidation; (d) the Board of Directors fails to give its Recommendation of Approval to the holders of the TNB Common Stock; or (e) the TNB Board of Directors withdraws its Recommendation of Approval prior to the affirmative vote of such shareholders, whether or not such failure or withdrawal is permitted under Section 4.2.3. In the case of a termination under this Section 6.3.2 other than Section 6.3.2(b), Sierra shall be entitled to receive from TNB a Termi...

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  • Linking to the Website and Social Media Features You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. This Website may provide certain social media features that enable you to: • Link from your own or certain third-party websites to certain content on this Website. • Send emails or other communications with certain content, or links to certain content, on this Website. • Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: • Establish a link from any website that is not owned by you. • Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking. • Link to any part of the Website other than the homepage. • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use. The website from which you are linking, or on which you make certain content available, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

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  • LITERATURE, ADVERTISEMENTS, AND SOCIAL MEDIA 29 A. Any written information or literature, including educational or promotional materials, 30 distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related 31 to this Agreement must be approved at least thirty (30) days in advance and in writing by 32 ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written 33 materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, 34 and electronic media such as the Internet. 35 B. Any advertisement through radio, television broadcast, or the Internet, for educational or 36 promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this 37 Agreement must be approved in advance at least thirty (30) days and in writing by ADMINISTRATOR. 1 C. If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube or other publicly 2 available social media sites) in support of the services described within this Agreement, 3 CONTRACTOR shall develop social media policies and procedures and have them available to 4 ADMINISTRATOR upon reasonable notice. CONTRACTOR shall inform ADMINISTRATOR of all 5 forms of social media used to either directly or indirectly support the services described within this 6 Agreement. CONTRACTOR shall comply with COUNTY Social Media Use Policy and Procedures as 7 they pertain to any social media developed in support of the services described within this Agreement. 8 CONTRACTOR shall also include any required funding statement information on social media when 9 required by ADMINISTRATOR. 10 D. Any information as described in Subparagraphs A. and B. above shall not imply endorsement 11 by COUNTY, unless ADMINISTRATOR consents thereto in writing. 12

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