Co-operation Each Party acknowledges that this ESA must be approved by the Department and agree that they shall use Commercially Reasonable efforts to cooperate in seeking to secure such approval.
Business Operations Company will provide all necessary equipment, personnel and other appurtenances necessary to conduct its operations. Company will conduct its business operations hereunder in a lawful, orderly and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, endanger or be offensive to others at or near the Premises or elsewhere on the Airport.
Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
Continuous Operation The work week shall provide for continuous operation based on a seven (7) day week, twenty-four (24) hours per day.
Continuous Operations Any employee or group of employees engaged in an operation for which there is regularly scheduled employment on a twenty-four (24) hour a day, seven (7) day a week basis shall be known as continuous operations employees.
Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec:
(a) amend its Charter Documents or bylaws (or similar organizational documents);
(b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule;
(c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities;
(d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries;
(i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees;
(f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business;
(g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization;
(h) change any material accounting or Tax procedure or practice;
(i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission;
(j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or
(k) commit or agree to do any of the foregoing.
Cessation and Resumption of Work 24.15.1 At the time employees cease work due to inclement weather the employer or the employers representative on site and the employee’s representative shall agree and note the time of cessation of work.
24.15.2 After the period of inclement weather has clearly ended the employees shall resume work and the time shall be similarly agreed and noted.
DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the State.
Completion of Services (a) The Customer must:
(i) notify Deswik in writing as soon as the Customer becomes aware of any defects in the Services; or
(ii) provide Deswik with an email confirming successful completion of any Services Deswik advises the Customer have been completed.
(b) If the Customer does not notify Deswik of any defects under clause 5.4(a)(i) or provide Deswik with an email confirming successful completion of the Services within 14 days of Deswik notifying the Customer that the relevant Services are complete, the Customer is deemed to have accepted the Services.
(c) If the Customer notifies Deswik of any defects under clause 5.4(a)(i), Deswik will, as soon as possible investigate and (where applicable) undertake rectification of the defects. Upon completion of any defect rectification the Customer must promptly provide an email notification of the successful completion of the services, unless further defects exist. In this case, the Customer is further required to notify Deswik of such defects.
Direct Operation System Agency may temporarily assume operations of a Grantee’s program or programs funded under this Contract when the continued operation of the program by Xxxxxxx puts, at risk, the health or safety of clients and/or participants served by Grantee.
