By the District Sample Clauses

By the District. The District covenants and agrees to indemnify and defend ▇▇▇▇▇▇, and to hold Lessee harmless, from and against any and all losses, claims, suits, damages, and expenses (including reasonable attorneys' fees) arising out of the condition of the Site, including, but not limited to, all costs required to be incurred by ▇▇▇▇▇▇ as a result of any condition described in Section 4.G. of this Site Lease, unless the condition is caused or created by ▇▇▇▇▇▇, whether or not known to the District on the date of execution of this Site Lease, or unless such cost is contemplated to be paid by Lessee pursuant to the provisions of the Construction Services Agreement.

By the District. The District represents, warrants, covenants and agrees as a basis for the undertakings on its part contained herein that: (1) The District is a community improvement district organized and existing under the laws of the State of Missouri, and by proper action has been duly authorized to execute, deliver and perform this Agreement. (2) To the best of the District’s knowledge, there are no lawsuits either pending or threatened that would affect the ability of the District to perform this Agreement.

By the District. The District may terminate this Agreement immediately upon any breach of this Agreement by the Consultant. The District may also terminate this Agreement upon seven (7) days written notice to the Consultant for the District’s convenience and without cause. Upon written notice to the Consultant, the District may for its convenience and without cause suspend performance of the Services by the Consultant for a period not to exceed ninety (90) consecutive days. In the event of a suspension by the District, the District shall equitably adjust the Compensation and the Completion Date as set forth in Paragraph 7 above.

By the District. The District’s right to commence the Claims Resolution Process shall arise at any time following the District’s actual discovery of the circumstances giving rise to the Claim. Nothing contained herein shall preclude the District from asserting Claims in response to a Claim asserted by the Architect. A Statement of Claim submitted by the District shall state the events or circumstances giving rise to the Claim, the dates of their occurrence and the damages or other relief claimed by the District as a result of such events. Notwithstanding the foregoing, the District shall not be able to commence or assert a claim beyond the applicable statute of limitations.

By the District. The reason for the granted leave days is at the discretion of the employee. The electronic request should be submitted one week in advance of the requested leave date(s) to the Director of Buildings and Grounds. Personal leave is non-accumulative and must be used in the fiscal year in which it was credited.

By the District. Without the prior consent of Vendor, which consent shall not be unreasonably withheld, the District shall not (1) assign, transfer or pledge all or any part of this Agreement or software licensed by Vendor, or (2) resell, lease, lend or permit a lien or encumbrance of any kind against the equipment unless the District has obtained title to the equipment free and clear of any Vendor security interest.

By the District. The District will indemnify and hold harmless the OESD and its elected officials, officers, employees, and agents (the “OESD Indemnified Parties”) from and against all third-party claims, suits, actions, losses, damages, liabilities, judgments, costs, demands, penalties, and expenses (including attorney’s fees arising therefrom) of any nature whatsoever (“Claims”) arising out of, in connection with, or incident to the execution of this Agreement or the District’s performance or failure to perform any aspect of this Agreement; provided, however, that if such Claims are caused by or result from the concurrent negligence of the District and/or its officers, employees, or agents and the OESD Indemnified Parties, the District will be required to indemnify and hold harmless the OESD Indemnified Parties only to the extent of the negligence of the District or its officers, employees, or agents; and provided further, that nothing herein will require the District to indemnify or hold harmless the OESD Indemnified Parties from any Claims arising from the sole negligence of the OESD Indemnified Parties.

By the District. As it relates to termination by the District, “for cause” means (i) UPN’s continuing failure or refusal to perform any material obligation under this Agreement, subject to a reasonable cure period or (ii) willful misconduct, embezzlement, or other illegal or unethical acts by UPN. For clarity, upon the termination of this Agreement for cause by UPN, UPN will be entitled to recover as damages all fees that would have been payable to UPN under this Agreement for its full term (i.e., assuming this Agreement had not been terminated early). By executing the Agreement, the District warrants that the District has funds appropriated and available to pay all amounts due hereunder through the end of the District’s current fiscal period. The District further agrees to request all appropriations and funding necessary to pay for the Internet Services for each subsequent fiscal period through the end of the Agreement Term. Pursuant to Section 22-44-115(1) C.R.S., in the event funds are not appropriated, budgeted or otherwise made available, this Agreement shall be terminated on the last day of the period for which funds were appropriated or monies made available for such purposes and the District shall have no further obligation hereunder upon the following conditions: (i) the District has taken all actions necessary to obtain adequate appropriations or funding; (ii) despite the District’s best efforts, funds have not been appropriated and are otherwise unavailable to pay for the Internet Services; and (iii) the District has negotiated in good faith with UPN to develop revised terms, an alternative payment schedule or a new agreement to accommodate the District’s budget. The District must provide UPN thirty (30) days’ written notice of its intent to terminate Internet Services. Termination of the Internet Services for failure to obtain necessary appropriations or funding shall be effective as of the last day for which funds were appropriated or otherwise made available. If the District terminates the Internet Services under this Paragraph, the District agrees as follows: (i) it will pay all amounts due for Internet Services incurred through date of termination, and reimburse all unrecovered non-recurring charges, including actual construction cost to be verified by UPN through the submittal of invoices to the District; and (ii) it will not contract with any other provider for the same or substantially similar services or equipment for a period equal to the original Agre...

By the District. The District may terminate upon a four-fifths vote of the Board subject to Chief Capper’s rights under the Firefighters Procedural ▇▇▇▇ of Rights Act or other applicable law. At Chief Capper’s option, the District shall be deemed to have constructively terminated him if it unilaterally reduces his base salary or any other material benefit provided for in this Agreement, unless the reduction is pursuant to a District-wide furlough or related action.