Guarantees for Benefit of the Business Sample Clauses

Guarantees for Benefit of the Business. Following Closing, Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and otherwise to remove or replace Seller or any Affiliate of Seller as the guarantor, maker or obligor on all guarantees for borrowed money, letters of credit, customs bonds and similar instruments in the name of the Business outstanding on the Closing Date other than those relating to Excluded Liabilities no later than 120 days following the Closing Date. Seller Parties shall use commercially reasonable efforts to assist Purchaser in these endeavors. Purchaser will indemnify Seller against any and all liabilities of Seller or any such Affiliate (i) resulting from a call on any such obligation prior to such removal or replacement of Seller or such Affiliate, as applicable, or (ii) arising out of any default by Purchaser in the performance of the obligations contained in this Section 8.4; provided, however, that, so long as Purchaser has used commercially reasonable efforts in this regard, Purchaser shall have no liability to Seller Parties solely as the result of any failure to so remove or replace Seller or any Affiliate of Seller as the guarantor, maker or obligor on any such guarantee. The indemnification of Seller under this Section 8.4 will be governed by the indemnification provisions set forth in ARTICLE XI hereto.
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Related to Guarantees for Benefit of the Business

  • Claims for Benefits All Claims for benefits will be deemed to have been filed on the date received by AvMed. If a Claim is a Pre-Service or Urgent Care Claim, a Health Professional with knowledge of the Member’s Condition will be permitted to act as the Member’s authorized representative, and will be notified of all approvals on the Member’s behalf.

  • RESTRICTIONS ON EMPLOYMENT OF FORMER STATE OFFICER OR EMPLOYEE The Engineer shall not hire a former state officer or employee of a state agency who, during the period of state service or employment, participated on behalf of the state agency in this agreement’s procurement or its negotiation until after the second anniversary of the date of the officer’s or employee’s service or employment with the state agency ceased.

  • Form B - Contractor’s Annual Employment Report Throughout the term of the Contract by May 15th of each year the Contractor agrees to report the following information to the State Agency awarding the Contract, or if the Contractor has provided Contract Employees pursuant to an OGS centralized Contract, such report must be made to the State Agency purchasing from such Contract. For each covered consultant Contract in effect at any time between the preceding April 1st through March 31st fiscal year or for the period of time such Contract was in effect during such prior State fiscal year Contractor reports the: 1. Total number of Employees employed to provide the consultant services, by employment category. 2. Total number of hours worked by such Employees.

  • Restricted Employment for Certain State Personnel Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of a state agency who during the period of state service or employment participated on behalf of a state agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the Contract is signed or the procurement is terminated or withdrawn.

  • No Special Employment Rights Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to obligate the Company to continue the employment of the Employee for any period.

  • Events Relating to Plans and Benefit Arrangements Any of the following occurs: (i) any Reportable Event, which the Agent determines in good faith constitutes grounds for the termination of any Plan by the PBGC or the appointment of a trustee to administer or liquidate any Plan, shall have occurred and be continuing; (ii) proceedings shall have been instituted or other action taken to terminate any Plan, or a termination notice shall have been filed with respect to any Plan; (iii) a trustee shall be appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice of its intent to institute proceedings to terminate any Plan or Plans or to appoint a trustee to administer or liquidate any Plan; and, in the case of the occurrence of (i), (ii), (iii) or (iv) above, the Agent determines in good faith that the amount of the Borrower's liability is likely to exceed 10% of its Consolidated Tangible Net Worth; (v) the Borrower or any member of the ERISA Group shall fail to make any contributions when due to a Plan or a Multiemployer Plan; (vi) the Borrower or any other member of the ERISA Group shall make any amendment to a Plan with respect to which security is required under Section 307 of ERISA; (vii) the Borrower or any other member of the ERISA Group shall withdraw completely or partially from a Multiemployer Plan; (viii) the Borrower or any other member of the ERISA Group shall withdraw (or shall be deemed under Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan; or (ix) any applicable Law is adopted, changed or interpreted by any Official Body with respect to or otherwise affecting one or more Plans, Multiemployer Plans or Benefit Arrangements and, with respect to any of the events specified in (v), (vi), (vii), (viii) or (ix), the Agent determines in good faith that any such occurrence would be reasonably likely to materially and adversely affect the total enterprise represented by the Borrower and the other members of the ERISA Group;

  • Other Benefit Plans It is understood that the Employer retains any existing rights which he may have, in his exclusive discretion, to alter, amend, cancel, or terminate any existing employee benefit plan or plans or part thereof that are not provided for in this Agreement.

  • REASONS FOR AND BENEFITS OF THE TRANSACTION The New Transportation Contract has been entered into for the purpose of transportation. The Company considers that the transactions contemplated under the New Transportation Contract are for the benefit of the Company, as the services provided are required in the production process of the Group and the service provider offered a competitive price and are capable of meeting the Group’s transportation needs. The Directors (including the independent non-executive Directors) consider that the New Transportation Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Transportation Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Transportation Contract, save for Xx. Xxxxxxx Xxxxxxxxx, who is general director of JSC EuroSibEnergo, a company which is owned by En+, and deputy general director — financial director of En+; and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of KraMZ-Auto LLC. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxx Xxxxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Transportation Contract.

  • Eligibility for Benefits 1. Sick Leave Bank benefits are available only when the member personally has a severe medical hardship (catastrophic illness or serious accident). 2. Benefits can be received only after all accumulated sick leave and vacation days have been exhausted. 3. Any member receiving Worker's Compensation or disability benefits shall not be eligible to receive benefits from the Sick Leave Bank. 4. A member who is on leave of absence, suspended, or terminated from the Xxxxxxx County Board of Education shall not be eligible for Sick Leave Bank benefits. 5. The form, entitled "Request For Sick Leave Benefits" and physician's statement are required before the SLB Review Committee will consider a request for benefits. The physician's statement shall include a history of the illness, date the illness began, a diagnosis and prognosis, and any other related information. 6. Approval by the Sick Leave Bank Review Committee is required prior to the receiving of benefits. 7. Normal pregnancies, childbirth, childcare, or child adoption shall not be considered as eligible reasons for Sick Leave Bank benefits. 8. A four (4)-member Sick Leave Bank Review Committee, consisting of two (2) members appointed by the President of the Association and two (2) appointed by the Superintendent, shall have the responsibility of receiving requests, verifying the validity of requests and approval or denial of requests. Any approval of a request must have the support of at least three (3) members of the committee Sick Leave Bank Review Committee. The Sick Leave Bank Review Committee shall develop its rules of procedure and shall give wide distribution to said rules upon approval of the President of the Association and the Superintendent.

  • CONDITIONS FOR EMERGENCY/HURRICANE OR DISASTER - TERM CONTRACTS It is hereby made a part of this Invitation for Bids that before, during and after a public emergency, disaster, hurricane, flood, or other acts of God that Orange County shall require a “first priority” basis for goods and services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public health and safety, as determined by the County. Contractor agrees to rent/sell/lease all goods and services to the County or other governmental entities as opposed to a private citizen, on a first priority basis. The County expects to pay contractual prices for all goods or services required during an emergency situation. Contractor shall furnish a twenty-four (24) hour phone number in the event of such an emergency.

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