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Clean Hands Sample Clauses

Clean Hands. Purchaser is not prompted to purchase the Securities by any material non-public information concerning Purchaser or any of its subsidiaries not otherwise disclosed to Seller.
Clean Hands. Such Selling Shareholder is not prompted by any information concerning the Company or its Subsidiaries that is not set forth in the Time of Sale Information to sell the Secondary Securities to be sold by such Selling Shareholder pursuant hereto.
Clean Hands. Valero’s entry, as of the date hereof, into the Exchange Agreement and this Agreement, and Valero’s consummation of the transactions contemplated by the Exchange Agreement and by this Agreement is not prompted by any material non-public information concerning the Company or any of its subsidiaries.
Clean HandsThe Selling Stockholder is not prompted to sell the Shares to be sold by the Selling Stockholder hereunder by any information concerning the Company or any subsidiary of the Company which is not set forth in the final Prospectus or the Pricing Disclosure Package.
Clean Hands. Flex’s entry, as of the date hereof, into this Agreement, and Flex’s consummation of the transactions contemplated by this Agreement and the LLC Unit Repurchase are not prompted by any material non-public information required to be disclosed in the Registration Statement, the Pricing Disclosure Packet or the Prospectus that is not so disclosed.
Clean HandsThe Seller is familiar with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “10-K”). The sale of the Seller’s Shares pursuant hereto is not prompted by any material, non-public fact, condition or information concerning the Company or its subsidiaries known to the Seller that is not set forth in the 10-K or the Company’s other filings with the Securities and Exchange Commission.
Clean HandsAn Indemnified Party will not be entitled to be indemnified or paid by the Corporation in respect of a Claim to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made, or a regulatory authority in a final ruling from which no appeal can be made, determines that a Claim resulted from: 13.3.1 the fraud, negligence or wilful misconduct of an Indemnified Party; or 13.3.2 the breach by an Indemnified Party of this Agreement. Any amounts which have previously been paid by the Corporation under this Agreement and to which an Indemnified Party is not ultimately entitled will be promptly reimbursed by the Indemnified Party.
Clean Hands. As of the date hereof and as of the Additional Closing Date, the sale of the Shares by the Selling Stockholder is not and will not be prompted by any information concerning the Company or its subsidiaries, taken as a whole, which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

Related to Clean Hands

  • Workload Management 11.1 The parties to this Agreement acknowledge that employees and management have a responsibility to maintain a balanced workload and recognise the adverse affects that excessive workloads may have on employee/s and the quality of resident/client care. 11.2 To ensure that employee concerns involving excessive workloads are effectively dealt with by Management the following procedures should be applied: (a) Step 1: In the first instance, employee/s should discuss the issue with their immediate supervisor and, where appropriate, explore solutions. (b) Step 2: If a solution cannot be identified and implemented, the matter should be referred to an appropriate senior manager for further discussion. (c) Step 3: If a solution still cannot be identified and implemented, the matter should be referred to the Facility Manager for further discussion. (d) Step 4: The outcome of the discussions at each level and any proposed solutions should be recorded in writing and fed back to the effected employees. 11.3 Workload management must be an agenda item at staff meetings on at least a quarterly basis. Items in relation to workloads must be recorded in the minutes of the staff meeting, as well as actions to be taken to resolve the workloads issue/s. Resolution of workload issues should be based on the following criteria including but not limited to: (a) Clinical assessment of residents’ needs; (b) The demand of the environment such as facility layout; (c) Statutory obligation, (including, but not limited to, work health and safety legislation); (d) The requirements of nurse regulatory legislation; (e) Reasonable workloads (such as roster arrangements); (f) Accreditation standards; and (g) Budgetary considerations. 11.4 If the issue is still unresolved, the employee/s may advance the matter through Clause 9 Dispute Resolution Procedure. Arbitration of workload management issues may only occur by agreement of the employer and the employee representative, which may include the union/s.

  • Dewatering (a) Where the whole of a site is so affected by surface water following a period of rain that all productive work is suspended by agreement of the Parties, then dewatering shall proceed as above with Employees so engaged being paid at penalty rates as is the case for safety rectification work. This work is typically performed by Employees engaged within CW1, CW2 or CW3 classifications. When other Employees are undertaking productive work in an area or areas not so affected then dewatering will only attract single time rates. (b) Where a part of a site is affected by surface water following a period of rain, thus rendering some areas unsafe for productive work, consistent with the Employer’s obligations under the OH&S Act, appropriate Employees shall assist in the tidying up of their own work site or area if it is so affected. Where required, appropriate Employees will be provided with the appropriate PPE. Such work to be paid at single time rates. Productive work will continue in areas not so affected. (c) To avoid any confusion any ‘dewatering’ time which prevents an Employee from being engaged in their normal productive work is not included in any calculation for the purposes of determining whether an Employee is entitled to go home due to wet weather (refer clauses 32.4 and 32.5)

  • Clean Air (A) The CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The CONTRACTOR agrees to report each violation to the COMMISSION and understands and agrees that the COMMISSION will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (B) The CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

  • Radiation Therapy/Chemotherapy Services This plan covers chemotherapy and radiation services. This plan covers respiratory therapy services. When respiratory services are provided in your home, as part of a home care program, durable medical equipment, supplies, and oxygen are covered as a durable medical equipment service.

  • Environmental Services 1. Preparation of Environmental Documentation (CEQA/NEPA) including but not limited to the following: a. Initial Study b. Categorical Exemption (CE) c. Notice of Exemption (XXX) d. Negative Declaration (ND) e. Mitigated Negative Declaration (MND) f. Notice of Preparation (NOP) g. Environmental Impact Report (EIR) i. Initial Document (Screen Check/Administrative Draft) ii. Addendum iii. Supplemental

  • Classroom Management The certificated classroom teacher demonstrates in his/her performance a competent level of knowledge and skill in organizing the physical and human elements in the educational setting.

  • Transportation Management Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

  • Surgery Services This plan covers surgery services to treat a disease or injury when: • the operation is not experimental or investigational, or cosmetic in nature; • the operation is being performed at the appropriate place of service; and • the physician is licensed to perform the surgery. This plan covers reconstructive surgery and procedures when the services are performed to relieve pain, or to correct or improve bodily function that is impaired as a result of: • a birth defect; • an accidental injury; • a disease; or • a previous covered surgical procedure. Functional indications for surgical correction do not include psychological, psychiatric or emotional reasons. This plan covers the procedures listed below to treat functional impairments. • abdominal wall surgery including panniculectomy (other than an abdominoplasty); • blepharoplasty and ptosis repair; • gastric bypass or gastric banding; • nasal reconstruction and septorhinoplasty; • orthognathic surgery including mandibular and maxillary osteotomy; • reduction mammoplasty; • removal of breast implants; • removal or treatment of proliferative vascular lesions and hemangiomas; • treatment of varicose veins; or • gynecomastia.

  • Virus Management DST shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within DST environment.

  • Records Management Records the Provider must keep