GENERAL PROVISIONS 44 Sample Clauses

GENERAL PROVISIONS 44. Section 16.1. Fair Representation. 44 Section 16.2. Union Activity. 44 Section 16.3. Gender. 45
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GENERAL PROVISIONS 44. Section 8.1 Amendments 44 Section 8.2 Termination Fee and Expense Reimbursement 44 Section 8.3 Expenses 46 Section 8.4 Notices 46 Section 8.5 Time of the Essence 47 Section 8.6 Injunctive Relief 47 Section 8.7 Third Party Beneficiaries 47 Section 8.8 Waiver 48 Section 8.9 Entire Agreement 48 Section 8.10 Successors and Assigns 48 Section 8.11 Severability 48 Section 8.12 Governing Law 48 Section 8.13 Rules of Construction 49 Section 8.14 No Liability 49 Section 8.15 Counterparts 49 SCHEDULES THIS AGREEMENT is dated as of June 2, 2020, BETWEEN: CONTEXT: CHOOM HOLDINGS INC., a company existing under the laws of the Province of British Columbia PHIVIDA HOLDINGS INC., a company existing under the laws of the Province of British Columbia
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GENERAL PROVISIONS 44. Section 8.1 Non-Survival of Representations and Warranties 44 Section 8.2 Fees and Expenses 44 Section 8.3 Notices 44 Section 8.4 Certain Definitions 45 Section 8.5 Terms Defined Elsewhere 51 Section 8.6 Headings 53 Section 8.7 Severability 53 Section 8.8 Entire Agreement 54 Section 8.9 No Reliance 54 Section 8.10 Assignment 54 Section 8.11 Parties in Interest 54 Section 8.12 Mutual Drafting 54 Section 8.13 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 54 Section 8.14 Disclosure Schedule 55 Section 8.15 Counterparts 55 Exhibit A-1 Officers of Parent Exhibit A-2 Officers of the Company This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2010 (this “Agreement”), is by and among THE DOCTORS COMPANY, a California-domiciled reciprocal inter-insurance exchange (“Parent”), RED HAWK ACQUISITION CORP., a Michigan corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and AMERICAN PHYSICIANS CAPITAL, INC., a Michigan corporation (the “Company”).
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GENERAL PROVISIONS 44. 17.01 Union Reps Access to Employer Premises 44 17.02 No Strikes or Lockouts 44 17.03 Signing Authority 44 17.04 Revision of Rates 44 17.05 Lapel Pins/Decals 44 17.06 Progressive Discipline 44 17.07 Union Bulletin Board 45 17.08 Notification of Promotions 45 17.09 Safety and Health 45 17.10 In-House Benefits 45 17.11 Safety Deposit Box 46 17.12 Employment Standards Act 46 17.13 Foreign Currency: 46 17.14 Line of Credit/Personal Loans 46 17.15 Personal Vehicle Rates 47 17.16 Humanity Fund 47
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GENERAL PROVISIONS 44. Section 7.01. Non-Survival of Representations and Warranties; Limitation on Warranties 44 Section 7.02. Amendment 45 Section 7.03. Entire Agreement 45 Section 7.04. Assignment 46 Section 7.05. Parties in Interest 46 Section 7.06. Validity 46 Section 7.07. Notices 46 Section 7.08. Law Governing Agreement; Jurisdiction 47 Section 7.09. Specific Performance 47 Section 7.10. Headings 47 Section 7.11. Counterparts 48 Section 7.12. Waiver of Jury Trial 48 Section 7.13. Interpretation 48 Section 7.14. Construction 48 Section 7.15. Waiver 48 Section 7.16. Definitions 49 AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2005 (the “Agreement”), among Fresh Brands, Inc., a Wisconsin corporation (the “Company”), Certified Holdings, Inc., a Delaware corporation (“Parent”), and Pillow Acquisition Corp., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”).
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GENERAL PROVISIONS 44. SECTION 9.1. Non-Survival of Representations, Warranties, Covenants and Agreements. 44 SECTION 9.2. Notices. 44 SECTION 9.3. Certain Definitions. 45 SECTION 9.4. Severability. 46 SECTION 9.5. Entire Agreement; Assignment. 47 SECTION 9.6. Parties in Interest. 47 SECTION 9.7. Governing Law. 47 SECTION 9.8. Headings. 47 SECTION 9.9. Counterparts. 47 SECTION 9.10. Specific Performance; Jurisdiction; Waiver of Jury Trial. 47 SECTION 9.11. Interpretation. 48 Exhibit A Certificate of Incorporation of the Surviving Corporation Exhibit B Bylaws of Merger Sub Acquisition Proposal 31 Environmental Permits 22 Adverse Recommendation Change 32 Equity Incentive Consideration 4 Adverse Recommendation Change Notice 33 Equity Incentives 4 affiliate 45 ERISA 14 Agreement 1 Exchange Act 11 Anti-Takeover Statutes 20 Financial Advisor 19 Antitrust Division 36 FTC 36 beneficial owner 45 generally accepted accounting principles 46 beneficially owned 45 Governmental Entity 11 Board 1 HSR Act 11 Book-Entry Shares 6 Indebtedness 10 business day 45 Indemnified Parties 35 By-Laws 9 Intellectual Property 20 Certificate of Merger 2 IRS 15 Certificates 6 knowledge 46 Closing 1 Licenses 11 Closing Date 2 Material Adverse Effect 8 Code 15 Material Contract 22 Common Stock 3 Materials of Environmental Concern 22 Company 1 Merger 1 Company Disclosure Schedule 8 Merger Consideration 3 Company Employees 15 Merger Sub 1 Company ESPP 4 Option 3 Company Plan 14 Option Consideration 3 Company Requisite Vote 10 Outside Directors Compensation Plan 3 Company Securities 9 Parent 1 Company Termination Fee 43 Parent Disclosure Schedule 23 Confidentiality Agreement 30 Parent Plan 34 Contract 11 Paying Agent 5 control 46 person 46 controlled 46 Proxy Statement 19 controlled by 46 Public software 21 Datamark 38 Real Property Leases 17 Datamark Divestiture 38 Recommendation 10 Datamark Purchase Agreement 38 Registered Intellectual Property 20 Datamark Purchaser 38 representatives 31 Deferred Stock Xxxx 0 XXX 0 XXXX 0 SAR Consideration 4 Dissenting Shares 5 Xxxxxxxx-Xxxxx Act 12 DSU 4 SEC 12 DSU Consideration 4 SEC Reports 12 Effective Time 2 Securities Act 12 employee benefit plan 14 Seller Notes 46 Environmental Laws 22 Shares 3 Stock Incentive Plan 3 Tax Return 19 Stockholders Meeting 29 Taxes 19 subsidiaries 46 Termination Date 42 subsidiary 46 under common control with 46 Subsidiary Securities 9 Voting Agreement 1 Superior Proposal 32 WARN Act 16 Surviving Corporation 1 AGREEMENT AND PLAN OF MERGER, dat...
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GENERAL PROVISIONS 44. Section 9.1 Notices, Demands and Communications. 44 Section 9.2 Non-Liability of County Officials, Employees and Agents. 45 Section 9.3 Forced Delay Error! Bookmark not defined. Section 9.4 Provision Not Merged with County Grant Deed. 46 Section 9.5 Title of Parts and Sections. 46 Section 9.6 General Indemnification. 48 Section 9.7 Applicable Law. 49 Section 9.8 No Brokers. 49 Section 9.9 Severability 49 Section 9.10 Legal Actions. 49 Section 9.11 Binding Upon Successors. 49 Section 9.12 Parties Not Co-Venturers 50 Section 9.13 Time of the Essence Error! Bookmark not defined. Section 9.14 Waiver of Terms and Conditions. 50 Section 9.15 Action by the County; Developer Acknowledgement. 50 Section 9.16 Representations and Warranties of the Developer. 51
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Related to GENERAL PROVISIONS 44

  • General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

  • General Provisions as to Payments (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 9.01. The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

  • Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.

  • GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined below in Paragraph B, shall 13 have the same meaning given to such terms under the Health Insurance Portability and Accountability Act 14 of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical 15 Health Act, Public Law 111-005 (“the HITECH Act”), and their implementing regulations at 45 CFR Parts 16 160 and 164 (“the HIPAA regulations”) as they may exist now or be hereafter amended. 17 2. The parties agree that a business associate relationship under HIPAA, the HITECH Act, and 18 the HIPAA regulations between CONTRACTOR and COUNTY arises to the extent that CONTRACTOR 19 performs, or delegates to subcontractors to perform, functionsor activities on behalf of COUNTY pursuant 20 to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR 21 § 160.103. 22 3. COUNTY wishes to disclose to CONTRACTOR certain information pursuant to the terms of 23 the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in 24 Subparagraph B.10, to be used or disclosed in the course of providing services and activities pursuant to, 25 and as set forth, in the Contract. 26 4. The parties intend to protect the privacy and provide for the security of PHI that may be 27 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with 28 the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, 29 and the HIPAA regulations as they may exist now or be hereafter amended. 30 5. The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA 31 regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by 32 other Federal law(s) and impose more stringent requirements with respect to privacy of PHI. 33 6. The parties understand that the HIPAA Privacy and Security rules, as defined below in 34 Subparagraphs B.9. and B.14., apply to CONTRACTOR in the same manner as they apply to a covered 35 entity (COUNTY). XXXXXXXXXX agrees therefore to be in compliance at all times with the terms of 36 this Business Associate Contract, as it exists now or be hereafter updated with notice to CONTRACTOR, 37 and the applicable standards, implementation specifications, and requirements of the Privacy and the 1 Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI 2 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.

  • General Provision (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

  • General Provisions Applicable to Loans Section 6.1 Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments.

  • Other General Provisions 14.2.1 This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other, except that Oracle may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. There are no third-party beneficiaries to this Agreement. 14.2.2 This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties. 14.2.3 Oracle’s business partners and other third parties, including any third parties with which the Services have integrations or that are retained by Customer to provide consulting services, implementation services or applications that interact with the Services, are independent of Oracle and are not Oracle’s agents. Oracle is not liable for, bound by, or responsible for any problems with the Services or Customer Data arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as Oracle’s subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as Oracle would be responsible for our resources under this Agreement.

  • General Provisions Regarding Payments (a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, set-off or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than (x) 12:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day. (b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans that are Base Rate Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal. (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, all fees payable with respect thereto, to the extent received by Administrative Agent. (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. (e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. (f) Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, in Dollars and otherwise in the manner set forth in clause (a) of this Section 2.16. (g) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the next succeeding Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full. (h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 9.2 of the Second Amended and Restated Pledge and Security Agreement and the analogous sections of any other Collateral Documents.

  • Definitions and General Provisions The following words and terms as hereinafter used in this Agreement shall have the following meanings unless otherwise herein provided and unless the context or use clearly indicates an other or different meaning or intent.

  • Initial Provisions Establishment of a Free Trade Area

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