foregoing Sample Clauses

foregoing. If so, the Producer will notify the prospective employee of the policy prior to the first pre-employment test. It is understood that offers of employment are contingent on the prospective employee undergoing pre-employment test(s) required by the Producer which yield(s) a negative result,27 with the exception of individuals whom the Producer travels by air within the United States or Canada prior to conducting, and/or obtaining the results of, the pre-employment COVID-19 test, who shall be considered employed in accordance with the terms of the applicable collective bargaining agreement, but under no circumstances later than the date of travel unless the terms of the individual’s personal services agreement treats the individual as employed at an earlier date, in which case the earlier date in the personal services agreement will apply. A prospective employee who undergoes the requisite pre-employment test(s) shall be considered “employed” if the test(s) yield(s) a negative result. However, the employee may also be required to complete a Health Assessment Survey and/or to conduct a temperature check in accordance with instructions supplied by the Producer before he/she starts his/her first day of work. If the Producer instructs an employee with the requisite negative COVID-19 test result(s) to stay home on his/her first day of work based on the results of a temperature check and/or Health Assessment Survey, the employee will be paid pursuant to any sick leave provisions of the applicable collective bargaining agreement or an applicable statute, if any, and once exhausted, pursuant to the temporary COVID-19 paid sick leave provisions in Item 8 below. Item 8.k. will apply to determine whether and when the employee may commence work.

foregoing. To the knowledge of iPrint, the manufacturing, marketing, licensing or sale of any iPrint Product does not infringe any patent, trademark, trade name, service xxxx, copyright, mask work right, trade secret or other proprietary right of any third party. iPrint has not (i) been sued in any suit, action or proceeding which involves a claim of infringement of any patent, trademark, trade name, service xxxx, copyright, mask work right, trade secret or other proprietary right of any third party, (ii) received a notice of any such infringement or (iii) obtained knowledge of any claim challenging or questioning the validity or effectiveness of any license or agreement relating to any iPrint Intellectual Property Rights or to any iPrint Licensed Intellectual Property. There is no outstanding order, writ, injunction, decree, judgment or stipulation by or with any court, administrative agency or arbitration panel regarding patent, copyright, trade secret, trademark, trade name, mask work right or other claims relating to the iPrint Intellectual Property Rights to which iPrint is a party or by which iPrint is bound.

foregoing. Executive further covenants and agrees that during Executive's employment by the Company and for a period of six months after Executive's Termination Upon a Change in Control, if Executive receives the benefits set forth in Section 3 hereof, Executive will not, except with the prior written consent of the Board, directly or indirectly, solicit or hire, or encourage the solicitation or hiring of, any person who was a managerial or higher level employee of the Company at any time during the term of Executive's employment by the Company by any employer other than the Company for any position as an employee, independent contractor, consultant or otherwise. The foregoing covenant of Executive shall not apply to any person after 12 months have elapsed after the date on which such person's employment by the Company has terminated.

foregoing. The Pre-Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1996-E Certificateholders and the Collateral Interest Holder. If, at any time, the Pre-Funding Account ceases to be an Eligible Deposit Account, the Servicer shall direct the Trustee to establish within ten Business Days a new Pre-Funding Account meeting the conditions specified above, transfer any cash and/or any investments from the old Pre-Funding Account to such new Pre-Funding Account and from the date such new Pre-Funding Account is established, it shall be the "Pre-Funding Account." In addition, after five days' notice to the Trustee, the Servicer may direct the Trustee to establish a new Pre-Funding Account meeting the conditions specified above, transfer any cash and/or investments from the old Pre-Funding Account to such new Pre-Funding Account and from the date such new Pre-Funding Account is established, it shall be the "Pre-Funding Account." The Trustee, at the direction of the Servicer, shall make withdrawals and payments from the Pre-Funding Account from time to time for the purposes set forth in this Supplement.

foregoing. Any employee hired, who reports for work and is not put to work, shall be guaranteed a minimum of four (4) hours' pay.

foregoing. Notwithstanding anything to the contrary in this Section 4.1, the Stockholder may, participate or engage in discussions or negotiations with, and furnish information and data to, any Person or Group or their respective Representatives that have delivered to the Company a bona fide written Acquisition Proposal, if and only if, the Company Board (acting upon the recommendation of the Company Special Committee) or the Company Special Committee has made a Qualified Acquisition Proposal Determination with respect to such Acquisition Proposal in accordance with Section 5.4(b) of the Merger Agreement.

foregoing. Except as otherwise expressly provided for in this Agreement, or in an InvenTrust Benefit Plan or Highlands Benefit Plan, neither the Distribution nor any other transaction(s) contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute or be deemed to constitute a “change in/of control” or any similar corporate transaction impacting the vesting or payment of any amounts or benefits for purposes of any InvenTrust Benefit Plan or Highlands Benefit Plan.

foregoing. Subject to the next two succeeding sentences, the rights of NPI and any NPI Indemnitee to indemnification under this Section 8.06 for any settlement with any Named Person shall be subject to (i) such settlement having been made by NPI or the NPI Indemnitee acting reasonably and in good faith and (ii) the prior written consent of Fleetwood. If Fleetwood shall object or fail to consent to the terms of any such settlement within five Business Days after written notice specifying the terms thereof (which notice must also be given to Cayuga), Cayuga shall pay to Fleetwood its pro rata share of any such settlement, and Fleetwood shall assume all of the indemnification obligations of the Company to NPI and any NPI Indemnitee hereunder. In such event, Fleetwood shall assume the control of any litigation initiated by any Named Person, shall provide NPI with such assurances as shall be reasonably requested by NPI as to Fleetwood's having, and continuing to maintain, the Required Net Worth, which shall be deemed necessary to permit it to assume such control and satisfy any resultant judgment. NPI shall be required in connection with any such assumption of control to cooperate with Fleetwood in the defense of such litigation. NPI and any NPI Indemnitee shall give prompt written notice to Cayuga and Fleetwood of any claim based on the indemnity agreement contained in this Section 8.06. No failure to give such notice shall affect the indemnification obligations of any indemnifying party hereunder, except to the extent such failure materially prejudiced such indemnifying party's ability to successfully defend the matter giving rise to the indemnification claim. NPI and any NPI Indemnitee shall have the right to settle any claim initiated by any Named Person without obtaining any consent hereunder in the event that indemnification is not sought pursuant to this Section 8.06.

foregoing. For purposes of this Agreement, the term “Materially Underperforming” means the Cash Cost per watt of the Solar Cells manufactured by the JVC over *** consecutive quarters at Fab 3 is equal to or greater than *** of the then current Cash Cost per watt of ***. If one Shareholder delivers a Step-In Notice to the other Parties, then the other Shareholder shall have the right, exercisable by delivering written notice (a “Step-In Objection Notice”) to the other Parties within five (5) Business Days thereafter, to object to the assertion that the JVC is then Materially Underperforming, provided that such objecting Shareholder specifies in such Step-In Objection Notice a good faith basis for such objection. If, within the five (5) Business Day time period set forth in the immediately preceding sentence, (i) any Shareholder fails to deliver a Step-In Objection Notice, then the JVC will be deemed for purposes of this Agreement to then be Materially Underperforming and the applicable Shareholder’s exercise of the step-in rights in such instance shall be deemed to be valid and such Shareholder may proceed, without further objection from any Party, in the exercise of such step-in rights or (ii) any Shareholder delivers a Step-In Objection Notice, then the JVC shall, and the Shareholders shall cause the JVC to, promptly thereafter engage a single independent expert reasonably acceptable to both Shareholders, and otherwise cooperate with each other and such independent expert, to determine, as expeditiously as reasonably practicable, whether the JVC is then Materially Underperforming, and the decision of such independent expert will be binding on the Parties in determining whether or not the applicable Shareholder’s exercise of the step-in rights in such instance is valid and whether or not such Shareholder may proceed, without further objection from any Party, in the exercise of such step-in rights.

foregoing. In connection with the foregoing, and without limiting the General Partner's right in its sole and absolute discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner's current status as a REIT and the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. The General Partner shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code.