Key Management Personnel. All of Contractor's on-site management and supervisory personnel shall be approved by the County prior to assignment to the Project and shall not be removed or replaced without County's consent. The County shall have the right to direct the Contractor to remove or replace any on-site personnel whose perfor- xxxxx becomes unsatisfactory to the County. In such event the Contractor shall promptly replace such personnel.
Key Management Personnel. The offeror shall provide information regarding their proposed key management positions including identification of the key management positions and the corporate and personal commitment of providing proposed candidates to identified positions. For each proposed key management position candidate, the offeror shall include a resume (2 page limit) and a letter of commitment that includes the following information: Management experience on other relevant contracts Length of time employed with current employer Technical competency to include familiarity with applicable DoD policies and procedures Technical competency for the position being proposed to fill (i.e. Management, Contracting, Systems Integration, Logistics, Subcontract Management etc.) Specific examples of knowledge and skills in interfacing with people at all levels including problem solving capability
Key Management Personnel. Before the Pre-Closing, at least 12 out of the 14 Key Management Personnel shall have entered into, with CIT, or CTL,PCHK2 or their Subsidiary (as applicable in accordance with the place where such employee is based), a definitive employment agreement, being conditional on the Closing and becoming effective from day immediately following the Closing Date, providing, inter alia, for terms acceptable to both Sellers and Buyers regarding employment of such personnel and non-competition and non-solicitation covenants by such personnel. ARTICLE IX SURVIVAL; INDEMNIFICATION 9.1 Indemnification (a) Following the Closing Date and subject to the terms and conditions of this ARTICLE IX, Sellers shall, jointly and severally, indemnify and hold harmless each Buyer and its Affiliates (including CIT and CTL), officers, directors, employees, agents, successors and assigns (each an “Buyer Indemnified Party”) from and against any and all Damages incurred by any of the Buyer Indemnified Parties, arising out of or resulting from (i) the breach of or inaccuracy in any representation or warranty made by any Seller contained in this Agreement or any inaccuracy in the certificate delivered pursuant to Section 8.8 or (ii) the breach of any covenant or agreement by any Seller contained in this Agreement. (b) Following the Closing Date and subject to the terms and conditions of this ARTICLE IX, each Buyer shall, severally and not jointly, indemnify and hold harmless each Seller and its Affiliates (excluding CIT and CTL),officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) from and against any and all Damages incurred by any of the Seller Indemnified Parties, arising out of or resulting from (i) the breach of or inaccuracy in any representation or warranty made by such Buyer contained in this Agreement or any inaccuracy in the certificate delivered pursuant to Section 7.6 or (ii) the breach of any covenant or agreement by such Buyer contained in this Agreement. 55 (c) If this Agreement is terminated in accordance with Section 10.1 (b), Section 10.1 (c) or Section 10.1 (d),the Party whose breach or failure to perform any of the representations, warranties, covenants or agreements contained in this Agreement caused such termination (“Breaching Party”) shall pay a compensation in the total amount of USD 500,000 (i) to Buyers Account, if the Breaching Party is a Seller, or (ii) to Sellers’ Designated Account, if the Breaching Party is a Buye...
Key Management Personnel. The operation of the Concession will, throughout the term of this Agreement, be managed by those persons identified in Exhibit 3, attached hereto ("Key Management Personnel"). In the event that any of the Key Management Personnel are no longer associated with or employed by the Licensee, the Licensee will provide prompt written notice to the City of (1) the change in Key Management Personnel, (2) an explanation for the change, and (3) a description of the qualifications of any person who will be replacing or taking on the responsibilities of the Key Management Personnel.
Key Management Personnel. Before the Pre-Closing, at least 12 out of the 14 Key Management Personnel shall have entered into, with CIT, or CTL,PCHK2 or their Subsidiary (as applicable in accordance with the place where such employee is based), a definitive employment agreement, being conditional on the Closing and becoming effective from day immediately following the Closing Date, providing, inter alia, for terms acceptable to both Sellers and Buyers regarding employment of such personnel and non-competition and non-solicitation covenants by such personnel.
Key Management Personnel. Borrower shall have retained or caused to be retained through its Subsidiaries, through employment or management contract (i.e., independent contractors), all of its Key Management Personnel, except where non-retention thereof could not, in Lender’s judgment, reasonably be expected to have a Material Adverse Effect. Each Key Management Personnel shall be devoting as much professional time and attention to the Project as is reasonably necessary, in Lender’s reasonable judgment, to complete such Key Management Personnel’s services for the Borrower.
Key Management Personnel. Borrower shall cause the Key Management Personnel to devote as much professional time and attention to the Project as is reasonably necessary, in Lender’s reasonable judgment, to complete such Key Management Personnel’s services for the Borrower.
Key Management Personnel. For so long as FIG Advisors LLC acts as the Investment Advisor for the Company, the Board of Managers shall promptly notify (each such notice, a "Trigger Notification") each of the Members in writing if either (i) Mr. Xxxxxx Xxxxx or (ii) two (2) or more of the Principals other than Xx. Xxxxx cease to oversee the affairs of the Investment Advisor and the date as of which such oversight ceased or will cease (the "Key Person Trigger Date"). As of the Key Person Trigger Date the Company shall be prohibited from entering into any new investments or selling or otherwise transferring or liquidating investments of the Company unless the Board of Managers first procures from two thirds (2/3) in Interest of all the Members the written consent of such Members to continue the investment advisory agreement between the Company and FIG Advisors LLC. If such consent to continue such investment advisory agreement is not given within sixty (60) days following the date of a Trigger Notification, the Board Managers shall promptly call a meeting of the Members to be held as soon thereafter as practicable, provided that the date of such meeting shall not be later than forty-five (45) days after the expiration of such sixty (60)-day period and, at such meeting, a Majority in Interest of Members may require cancellation of the investment advisory arrangement between the Investment Advisor and the Company and/or the liquidation and winding up of the affairs of the Company in an orderly manner.
Key Management Personnel. Borrower shall have retained key management personnel on terms that are reasonably acceptable to the Agent.
Key Management Personnel. Fire Chief Provides general administration and oversight of the Xxxxx/UC Xxxxx Fire Departments, all in accordance with the requirements and expectations of this Agreement, statutory law, local ordinances, applicable Davis and UC Xxxxx rules and regulations and the customary duties of a Fire chief; Deputy Fire Chief – Operations Deputy Fire Chief – Training & Safety Division Chief – Twenty-four Hour Division Chief – Fire Marshal COST ALLOCATION Fire Chief 50% City of Xxxxx / 50% UC Xxxxx Deputy Fire Chief – Operations 65% City of Xxxxx / 35% UC Xxxxx Deputy Fire Chief – Training & Safety 63.16% City of Xxxxx / 36.84% UC Xxxxx Division Chief – Twenty-four Hour 78.22% City of Xxxxx / 21.78% UC Xxxxx Division Chief – Fire Marshal 100% City of Xxxxx PERSONNEL All Key Management Personnel remain employees of only one Party for purposes of compensation, benefits, and other applicable terms and conditions of employment adopted by that employing Party. The individual Parties will retain absolute authority for any appointment authorizations, subject to the requirement as stated herein for the Managers of the Executive Committee to collaborate on appointments of Key Management Positions. When a Key Management Position becomes vacant through any termination of the prior incumbent’s employment, the Managers shall meet to discuss collaborative procedures for identifying, selecting and appointing an employee to fill the position.
