Delivery Conditions (a) The Delivery Conditions are as follows:
(i) At Seller’s expense, Seller shall have secured all Governmental and grid operations approvals as are necessary for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver Distribution Services at the Initial Contract Capacity to Buyer.
(ii) Seller shall have posted collateral as required by Section 10.4(a)(ii).
(iii) Seller shall have submitted for Buyer’s review a Project Safety Plan incorporating the elements described in Appendix XII, which must demonstrate Seller’s ability to comply with the Safety Requirements on the IDD and for the Delivery Term.
(iv) Seller shall have delivered to Buyer the Safety Attestation in accordance with Section 2(a) of Appendix XIV.
(v) As of the IDD, no Seller’s Event of Default shall have occurred and remain uncured.
(vi) At Seller’s expense, Seller or Contractor shall have constructed or caused to be constructed the Project as of the IDD and submitted the Certification for Commercial Operation in Appendix VII-A to enable (A) Seller to satisfy the obligations of the Seller herein and (B) the Project to deliver Distribution Services at the Contract Capacity to Buyer.
(vii) At Seller’s expense, Seller shall have installed any necessary metering to deliver the applicable Distribution Services in accordance with Section 4.1 and any applicable tariffs of the Utility Distribution Company.
(viii) Seller shall have met each Critical Milestone set forth in Appendix VI pursuant to Section 2.3.
Supplementary Conditions That part of the Contract Documents which amends or supplements these General Conditions.
Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.
SAFETY CONDITIONS 8.1 The District shall make every effort to provide a place of employment which is safe. A unit member shall not be required to perform duties under conditions which endanger his/her health or safety.
8.2 The District shall make a good faith effort to reduce or alleviate those conditions which cause stress. The reduction of threats or intimidation by students or other members of the public shall be a continuous effort of both the District and unit members working together.
8.3 Unit members who feel they are being required to work under unsafe or unsanitary conditions, or to perform tasks that endanger their health or safety, shall submit written recommendations for changes to the principal or site administrator. The principal or site administrator shall respond and take corrective action as needed.
8.4 The District shall ensure that each unit member has access to a lockable desk, cupboard or other lockable space.
8.5 Unit members other than the school nurse, shall not be required to provide specialized physical health care.
8.6 Unit members are authorized to administer discipline to students in accordance with the Education Code and the rules and regulations of the District. A written description of the rights and duties of unit members with respect to student discipline shall be provided to unit members at the beginning of each school year. In addition, said written descriptions shall be available at each school site. The District shall not take action against a unit member who uses reasonable and lawful force in the performance of his/her duties. Unit members shall report any physical assault against the unit member to the principal or site administrator, who shall report the incident to the appropriate law enforcement agency.
8.7 During conditions of excessive heat, the Superintendent or designee, whenever appropriate, will reduce the school day for students in schools with non-operable air conditioning, to the State required minimum day. Unit members may be directed to proceed to a district air conditioned location for the remainder of the service day. The Superintendent or designee shall have the discretion to reduce the school day to the State required minimum day whenever other weather conditions pose a danger to students and unit members. Unit members may be directed to proceed to another District location for the remainder of the service day.
8.8 For protection of unit members whose normal duties may require transportation of students in unit member's vehicles, the District shall provide secondary insurance against personal liability for damages for death, injury to a person, or damage or loss of property caused by the negligent act or omission of the unit member when acting within the scope of his/her employment. Additionally, the District will provide this same coverage to unit members who are required to travel from site-to- site or make home visitations in order to perform assigned duties. When a loss occurs, the unit member's primary insurance deductible will be reimbursed up to a maximum of $500.00. If administrator approval is unobtainable, the teacher's best judgment for the protection of student safety shall be included in the above.
8.9 Restrooms shall be available to unit members whenever they are required to render service.
8.10 Adequate lounge facilities shall be provided for unit members' use. Additionally, the District shall provide, when fiscally possible, at least one piece of furniture per site where a staff member may recline. The site safety committee shall determine the placement of these facilities and furniture.
8.11 Unit members shall have the right to refer to the office, a student who exhibits symptoms of illness which endanger the health of other students or the unit member. The student shall not return to the classroom until it is determined by the principal/site administrator that his/her health is not a clear and present danger to those with whom he/she shares space. The student shall be given a pass to return to class signed by the principal/site administrator confirming the decision.
8.12 The District shall reimburse or repair articles of clothing, glasses and hearing aids damaged while the unit member is acting in the proper discharge of disciplinary/ supervisorial duties. In addition, all other accessories damaged under the conditions listed above shall be reimbursed up to a maximum of $200.00.
Emergency Conditions “Emergency Condition” shall mean a condition or situation: (1) that in the judgment of the Party making the claim is imminently likely to endanger life or property; or (2) that, in the case of the Transmission Provider, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the Transmission System, the Transmission Owner’s Interconnection Facilities or the Transmission Systems of others to which the Transmission System is directly connected; or (3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damage to, the Small Generating Facility or the Interconnection Customer’s Interconnection Facilities. Under Emergency Conditions, the Transmission Owner may immediately suspend interconnection service and temporarily disconnect the Small Generating Facility. The Transmission Provider shall notify the Interconnection Customer promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Interconnection Customer’s operation of the Small Generating Facility. The Interconnection Customer shall notify the Transmission Provider promptly when it becomes aware of an Emergency Condition that may reasonably be expected to affect the Transmission Owner’s Transmission System or other Affected Systems. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, the expected effect on the operation of both Parties’ facilities and operations, its anticipated duration, and the necessary corrective action.
Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor:
(a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date.
(b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date.
(c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9.
(d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws.
(e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably.
(f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.
Delivery Condition Subtenant acknowledges that it takes possession of the Subleased Premises in its “as is” condition, and further acknowledges that Sublandlord has made no representations or warranties of any kind or nature, whether express or implied, with respect to the Subleased Premises, the remainder of the Premises, the common areas, or the Building, nor has Sublandlord agreed to undertake or perform any modifications, alterations, or improvements to the Subleased Premises, the remainder of the Premises, the common areas or the Building which would inure to Subtenant’s benefit.
Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.
Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.
ELIGIBILITY CONDITIONS The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after _______________________.
