Further Understanding Sample Clauses

Further Understanding. A. The Foundation is not subject to any interest withholding requirements and pursuant to Internal Revenue Service (IRS) regulations does not need to file an exemption certificate. The Financial Institution shall not issue an IRS Form 1099 to the Foundation on any interest earned and paid on IOLTA accounts to the Foundation. Financial Institutions should use the Foundation’s taxpayer identification number: 00-0000000 for any reports to taxing authorities. B. This Participation Certification constitutes a commitment to abide by the requirements set forth herein governing the approval and termination of approval status for Financial Institutions pursuant to Rule 43. C. The Foundation, the State Bar, and Financial Institution understand that confidential information will be shared among these parties and the parties shall use the confidential information solely for the purposes contemplated by Rule 43 regulations and the requirements set forth herein and shall not disclose confidential information to any third party except as necessary under the Arizona IOLTA program requirements. D. The Foundation, the State Bar, and Financial Institution agree to maintain appropriate administrative, technical and physical safeguards for all confidential information in accordance with applicable law.
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Further Understanding. The time limits provided in this article shall be strictly observed but may be extended by mutual written consent of the Superintendent or his/her designee and the Association. Adjustment of any grievance as described herein shall not be inconsistent with the provisions of this agreement. In the event a grievance is filed after May 15 of any year and strict adherence to the time limits may result in hardship to any party, the Board shall use its best efforts to process such grievance prior to the end of the school term or as soon thereafter as possible. A grievant will not be compelled to attend meetings on days that are not workdays, unless the grievance regards termination or suspension without pay. In cases of termination or suspension without pay the grievance steps will be conducted as quickly as practical for both parties, upon mutual consent of the parties. No reprisals of any kind shall be taken by either party or by any member of the administration against any party in interest, any school representative or any other participants in the grievance procedure by reason of such participation. All grievances may be filed and/or lodged by the grievant during the normal school day, provided that such filing shall be during non- instructional time and/or such filing does not disrupt the educational process. If the grievant, principal, the immediate supervisor, Superintendent or his/her designee or the hearing officer is ill, or on approved leave, the time limits may be extended to such time that the grievant, principal, the immediate supervisor, Superintendent or his/her designee and hearing officials involved with the dispute and resulting grievance have the right to have representation at conferences and hearings as outlined in Article III, H – K. All documents pertaining to a grievance shall be filed separately from the grievant's personnel folder(s). All provisions of this procedure shall be strictly adhered to except where they are mutually altered in writing by the Board and the Association. Grievances can be lodged and/or filed concerning only and limited to the terms of this Contract.
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Further Understanding. The Employee understands and agrees that --------------------- the covenants in this Section 6 prohibit him from owning (other than ownership of less than one percent (1%) of the outstanding capital stock of a publicly- owned company), directly or indirectly, any business involved in the sale, distribution or development of arthroscopic and sports medicine surgical devices (or any person or entity that owns any capital stock or equity interest in any such business), or from accepting employment with or rendering services to any such business either as a director, officer, agent, representative, employee or consultant for the period of time specified in Section 6 (c).
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Further Understanding. 28.1. It is hereby agreed and understood between the Parties that the purchase of the shares of the Company is required to be done in two tranches aggregating to a total of 15% of the issued and paid up share capital of the Company on a fully diluted basis which is equivalent to 6.186% (“Aggregate Purchaser Shareholding”) of the indirect beneficial equity interest in the Operating Company on a fully diluted basis (excluding the conversion of the Class A Preference Shares held by Anant Investments and an issuance for or in connection with the employee stock option scheme by the Operating Company). Further, the Parties have agreed that the Aggregate Purchaser Shareholding shall be purchased in the following manner: (i) The Purchaser shall purchase 8.75% of the issued and paid up share capital of the Company on a fully diluted basis which is equivalent to 3.61% of the indirect beneficial equity interest in the Operating Company on a fully diluted basis (excluding the conversion of the Class A Preference Shares held by Anant Investments and an issuance for or in connection with the employee stock option scheme by the Operating Company) in accordance with the terms of this Agreement. (ii) 6.25% of the issued and paid up share capital of the Company on a fully diluted basis which is equivalent to 2.58% of the indirect beneficial equity interest in the Operating Company on a fully diluted basis (excluding the conversion of the Class A Preference Shares held by Anant Investments and an issuance for or in connection with the employee stock option scheme by the Operating Company) shall be purchased by another purchaser being a nominee of the Purchaser (“Purchaser 2”) at a later date through a second tranche (“Second Tranche Purchase Shares”) by executing a separate investment agreement in that regard (“Investment Agreement 2”). The investment by Purchaser 2 shall be subject to the receipt of a FIPB approval from the relevant Governmental authorities by the Purchaser 2. 28.2. It is further understood and agreed between the Parties hereto that the Purchaser 2 shall purchase the Second Tranche Purchase Shares on the same terms and conditions as attached to the Purchase Shares in terms of this Agreement. It is the intent of the Parties that all rights as specifically mentioned in clauses 9, 10, 11, 12 and 14 hereinabove, with respect to the Company and/or the Operating Company shall be considered as collective rights of the Purchaser and Purchaser 2 with respect to the ...
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Further Understanding. The Union and the Employer further agree that all terms and conditions of the Affiliates’ collective bargaining agreements, not addressed in this document, shall be recognized and adhered to. Language changes in the trades agreements negotiated after the effective date of this memorandum shall not apply to the University without the written consent of an authorized representative of Employer.
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Further Understanding. A. The Foundation is not subject to any interest withholding requirements and pursuant to Internal Revenue Service (IRS) regulations does not need to file an exemption certificate. The Financial Institution shall not issue an IRS Form 1099 to the Foundation on any interest earned and paid on IOLTA accounts to the Foundation. B. Financial Institutions should use the Foundation’s taxpayer identification number: 95- 3351710 for any reports to taxing authorities. C. If the Financial Institution receives a subpoena duces tecum issued pursuant to Arizona Supreme Court Rule 47(h), requesting documents pertaining to an attorney’s IOLTA account with the Financial Institution, the Financial Institution shall, pursuant to 15 U.S.C. §6802(e)(8), provide the documents specified in the subpoena duces tecum. The State Bar of Arizona shall pay the reasonable costs associated with producing the requested documents. D. The Financial Institution acknowledges that Rule 43 of the Arizona Supreme Court states: “The State Bar and the Foundation shall establish regulations governing approval and termination of approval status for financial institutions” and that this “Participation Agreement” constitutes the regulations governing the approval and termination of approval status for Financial Institutions pursuant to that Rule.
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Related to Further Understanding

  • Prior Understandings This Agreement supersedes all prior understandings and agreements (whether written, oral or otherwise) pertaining to the subject matter hereof, and constitutes the entire agreement between the parties hereto relating to the subject matter hereof and the transactions provided for herein.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • Prior Understanding This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Complete Understanding The terms and conditions set forth in this Agreement represent the full and complete understanding between the parties. The terms and conditions may be modified only through the written mutual consent of the parties.

  • Additional Understandings You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, make negative statements about, or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of its incumbent officers, directors, agents, consultants, employees, successors and assigns or any of the Covered Parties. The Company agrees that, except as necessary to comply with applicable law or the rules of the New York Stock Exchange or any other stock exchange on which the Company’s stock may be traded (and any public statements made in good faith by the Company in connection therewith), it and its corporate officers and directors, employees in its public relations department or third party public relations representatives retained by the Company will not disparage you or make negative statements in the press or other media which are damaging to your business or personal reputation. In the event that the Company so disparages you or makes such negative statements, then notwithstanding the “Additional Understandings” provision to the contrary, you may make a proportional response thereto. In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics, music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with your cooperation in connection with your employment by the Company (the “Materials”). For purposes of clarity, Materials shall not include any music or lyrics written (in the past or in the future) by you, and shall not include any documents, tapes or videos that relate to such music or lyrics or the performance of such music or lyrics other than music or lyrics written in connection with your employment. The Company will have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to you. If requested by the Company, you agree to deliver to the Company upon the termination of your employment, or at any earlier time the Company may request, all memoranda, notes, plans, files, records, reports, and software and other documents and data (and copies thereof regardless of the form thereof (including electronic copies)) containing, reflecting or derived from Confidential Information or the Materials of the Company or any of its affiliates which you may then possess or have under your control. If so requested, you shall provide to the Company a signed statement confirming that you have fully complied with this Paragraph. Notwithstanding the foregoing, you shall be entitled to retain your contacts, calendars and personal diaries and any materials needed for your tax return preparation or related to your compensation.

  • Project Understanding Upon request from the CONSULTANT, CITY may provide all criteria and full information as to CITY's and CONSULTANT'S requirements for this part of the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary limitations. CONSULTANT may request from the CITY to furnish data, reports, surveys, and other materials that may be relied upon in performing CONSULTANT'S services. Authorized representatives of the CITY may at all reasonable times review and inspect the PROJECT activities and data collected under the Agreement and amendments thereto. All reports, drawings, studies, specifications, estimates, maps and computation prepared by or for the CITY in association with this Agreement shall be subject to review. The CITY may at any time request progress reports, prints or copies of any work performed under this Agreement. Refusal by the CONSULTANT to submit progress reports and/or plans shall be cause to withhold payment to the CONSULTANT until the CONSULTANT complies with the CITY’s request in the regard. The CITY’s review recommendations shall be incorporated into the plans by the CONSULTANT.

  • Additional Agreements and Understandings Even though FICO will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

  • Full Understanding Executive acknowledges that Executive has been afforded the opportunity to seek legal counsel, that Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive, in consideration for the compensation set forth herein, is voluntarily entering into this Agreement.

  • Entire Understanding This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

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