Either Party. If either party to this Agreement alleges there has been a misinterpretation, violation or non-application of this Agreement such party may within five (5) working days of the time they became aware, or reasonably should have been aware, of the incident giving rise to the grievance, submit such grievance in writing to the designated representative of the other party. If the grievance is not settled within two (2) working days at this stage, it may be submitted to the Low-Rise Residential Grievance Board. Failing settlement at this stage, either party may refer the grievance to the Ontario Labour Relations Board.
Either Party. Each party shall indemnify and hold the other harmless from and against any and all liability and expense of any kind, including legal costs and reasonable attorney's fees, arising from the indemnifying party's fraud, deceit, gross negligence, or willful misconduct with respect to the performance of this Agreement, or breach of any provisions of this Agreement.
Either Party. “Claimant”) may give to the other a notice demanding the payment of any money payable by the other Party to the Claimant and due but unpaid (“Demand Notice”).
Either Party. If either Party to this Agreement alleges there has been a misinterpretation, violation or non- application of this Agreement such Party may within five (5) working days of the time they became aware, or reasonably should have been aware of the incident giving rise to the grievance, submit such grievance in writing to the designated Representa- tive of the other Party. If the grievance is not settled within two (2) working days at this stage, it may be submitted to the Local Joint Conference Board. Fail- ing settlement at this stage, either Party may refer the grievance to the Electrical Trade Joint Board as in Clause 1300, Step 4. There is hereby established a Board, which shall be called the Electrical Trade Joint Board. In all its pro- cedures, the Electrical Trade Joint Board shall act in accordance with the Memorandum of Settlement concerning the Electrical Trade Joint Board Proce- dures dated February 14, 1992. The Board shall consist of four (4) Representatives each from the IBEW Construction Council and the Electrical Trade Bargaining Agency together with a neutral Chair who shall not be a Representative of either side. Each side may also designate an alterna- tive Representative to the ETJB. Where a particular matter before the Board would involve a conflict of interest, a Representative to the Board may be re- placed by the alternative Representative. The IBEW Construction Council and the Electrical Trade Bargaining Agency shall each designate one
Either Party on 10 days prior written notice, shall have the right at its expense, at reasonable times during business hours, to audit the books and records of the other Party to the extent necessary to verify the accuracy of any statement, measurement, computation, charge, or payment made under or pursuant to this Agreement.
Either Party. (the Assignor) may assign or transfer any or all of its rights or obligations under this Agreement to an Affiliate provided always that:
(a) such Affiliate expressly shall assume the Assignor’s obligations under this Agreement and that such obligations remain effective against such Affiliate; and
(b) the Assignor shall remain jointly and severally liable with its said Affiliate for any and all obligations and/or liabilities under this Agreement.
Either Party. By either Buyer or the Company if (i) the Closing shall not have occurred on or prior to the Voluntary Termination Date; provided, however, that no party may terminate this Agreement in accordance with this Section 9.1(b)(i) if the failure to consummate the Closing shall be due to the breach by the party seeking to terminate this Agreement of its obligations and covenants under this Agreement, in which case, the foregoing date shall be extended by the period of delay due to such breach, (ii) there shall be a final nonappealable order of a federal or state court of competent jurisdiction in effect preventing the consummation of the transactions contemplated hereby, (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the parties by any Governmental Entities that would make the Merger illegal, (iv) there shall have occurred after the date hereof any event that makes it impossible to satisfy a condition precedent to the party’s obligations to consummate the transactions contemplated by this Agreement, unless the occurrence of such event is due to the failure of the party to perform or comply with any of the agreements, covenants, or conditions hereof to be performed or complied with by such party prior to the Closing, or (v) if either the Company, on the one hand, or the Buyer or Merger Sub, on the other hand, respectively, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or such proceeding is instituted against such other party (and not dismissed within sixty (60) days).
Either Party. If this Agreement is terminated by either party, (i) such termination shall be without prejudice to the rights and remedies of either party with respect to any breach of this Agreement by the other party, where such a breach occurred prior to the termination of this Agreement; (ii) the provisions of clauses 5-10, together with those other provisions of this Agreement which are incidental to, and required in order to give effect to those clauses, shall remain in full force and effect; and (iii) Sponsor shall be relieved of all outstanding payment obligations under Section 6 of this Agreement.
Either Party. “the Effected Party”) may terminate the Agreement, by thirty days (30) days written notice served after the date on which it becomes aware of a Change of Control of the other Party’s Group.
Either Party in its sole discretion, may terminate this Agreement, in its entirety or from time to time with respect to any one or more individual Site(s), by providing the other Party written notice of exercise of its right to terminate pursuant to this Section 11.3.3, and in such event this Agreement shall terminate to the extent set forth in the termination notice one hundred and eighty (180) days after the other Party's receipt thereof, and LICENSEE shall surrender the applicable Site(s) in the condition required pursuant to Section 11.9 on or before said termination date. If PG&E terminates this Agreement with respect to any Site(s) pursuant to this Section 11.3.3 prior to the tenth (10th) anniversary of the applicable Site Commencement Date for the affected Site(s), PG&E shall not be liable to LICENSEE for damages, and as its sole and exclusive remedy, PG&E shall pay LICENSEE an amount calculated in accordance with Exhibit G with respect to each Site that is terminated, and LICENSEE hereby waives any other right or remedy against PG&E at law or in equity. If LICENSEE terminates this Agreement with respect to any Site(s) pursuant to this Section 11.3.3 prior to the tenth(10th) anniversary of the applicable Site Commencement Date for the applicable Site(s), LICENSEE shall not be liable to PG&E for damages, and as PG&E's sole and exclusive remedy, LICENSEE shall pay PG&E, with respect to each Site that is terminated, an amount equal to five (5) times the Annual Fixed Fee payable with respect to said Site(s) on the date LICENSEE gives PG&E written notice of such termination ("License Termination Fee"), and PG&E hereby waives any other right or remedy against LICENSEE at law or in equity. The License Termination Fee shall be payable at the time LICENSEE exercises its termination right, and any purported termination notice shall not be effective unless accompanied by payment of the License Termination Fee.
