Lessee Competitors. 31 SECTION 6.4 Lessor's Covenants....................................... 31 SECTION 6.5 Existing Property Documents.............................. 32 SECTION 7 INDEMNIFICATION................................................ 33 SECTION 7.1 General Indemnification.................................. 33 SECTION 7.2 Environmental Indemnity.................................. 35 SECTION 7.3 Proceedings in Respect of Claims......................... 37 SECTION 7.4 General Tax Indemnity.................................... 39 SECTION 7.5 Basis for Determining Interest Rate Inadequate or Unfair................................................ 46 SECTION 7.6 Illegality............................................... 46 SECTION 7.7 Increased Cost and Reduced Return........................ 46 SECTION 7.8 Alternative Rate Advances Substituted for Affected LIBOR Advances........................................ 49 SECTION 7.9 Compensation............................................. 49 SECTION 7.10 Limitation on Certain Payment Obligations................ 50 SECTION 7.11 End of Term Indemnity.................................... 50 SECTION 8 MISCELLANEOUS.................................................. 51 SECTION 8.1 Survival of Agreements................................... 51 SECTION 8.2 Notices.................................................. 51 SECTION 8.3 Counterparts............................................. 51 SECTION 8.4 Amendments............................................... 52 SECTION 8.5 Headings, etc............................................ 53 SECTION 8.6 Parties in Interest...................................... 53 SECTION 8.7 GOVERNING LAW............................................ 53 SECTION 8.8 Expenses................................................. 53 SECTION 8.9 Severability............................................. 53 SECTION 8.10 Liabilities of the Funding Parties....................... 54 SECTION 8.11 Submission to Jurisdiction; Waivers...................... 54 SECTION 8.12 Liabilities of the Agent................................. 55 SECTION 8.13 Confidentiality.......................................... 55 APPENDIX A Definitions and Interpretation SCHEDULES SCHEDULE 1.1 Leased Property SCHEDULE 2.2 Commitments SCHEDULE 4.1(f) ERISA Matters SCHEDULE 4.1(h) Subsidiaries SCHEDULE 4.1(n) Environmental Matters SCHEDULE 4.1(o) Capital Stock SCHEDULE 5.12 Hazardous Materials SCHEDULE 5.18 Existing Liens SCHEDULE 6 Lessee Competitors SCHEDULE 8.2 Notic...

Lessee Competitors. Notwithstanding anything to the contrary stated herein, in no event shall any bank, insurance company, pension fund, real estate investment trust, finance company or other institutional lender (an "Institutional Lender") or investor be a Lessee Competitor or included in any Competitor List.

Lessee Competitors. Lessee Competitor" means (i) each ------------------ ----------------- Person whose name appears on the most recently revised Competitor List which has been sent to Lessor and the Lenders prior to the commencement by Lessor or a Lender, as the case may be, of negotiations for any transfer under this Section ------- 6 to such Person and (ii) all Affiliates of such Person. Attached hereto as - Schedule 6 is the current list (the "Competitor List") of Lessee Competitors. ---------- --------------- Lessee shall have the right to update the Competitor List no more often than once every six months during the Lease Term. In updating the Competitor List, Lessee may add thereto any Person (an "Added Competitor") that at the time of ---------------- such updating is engaged, directly or indirectly, within any of the fifty (50) states of the Xxxxxx Xxxxxx, Xxxxxxxx xx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxx or the United Kingdom, in a business in which Lessee or any of its Affiliates is then engaged, provided that Lessee shall then delete one competitor from the Competitor List for each competitor so added so that the Competitor List shall never contain more than nineteen

Lessee Competitors. Lessee Competitor" means (i) each Person whose name appears on the most recently revised Competitor List which has been sent to Lessor and the Lenders prior to the commencement by Lessor or a Lender, as the case may be, of negotiations for any transfer under this Section 6 to such Person and (ii) all Affiliates of such Person. Attached hereto as Schedule 6 is the current list (the "Competitor List") of Lessee Competitors. Lessee shall have the right to update the Competitor List no more often than once every six months during the Lease Term. In updating the Competitor List, Lessee may add thereto any Person (an "Added Competitor") that at the time of such updating is engaged, directly or indirectly, within any of the fifty (50) states of the Xxxxxx Xxxxxx, Xxxxxxxx xx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxx or the United Kingdom, in a business in which Lessee or any of its Affiliates is then engaged, provided that Lessee shall then delete one competitor from the Competitor List for each competitor so added so that the Competitor List shall never contain more than nineteen

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Competitors The Owner shall possess, in accordance with the terms of this Agreement, the following restrictions: (check one)
Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.
Contractor If COUNTY elects to renegotiate this Agreement due to reduced or terminated 20 funding, CONTRACTOR shall not be obligated to accept the renegotiated terms.
Contractor Personnel Contractor's staff is expected to present a professional appearance. All personnel of the Contractor will be neat, well groomed, properly uniformed in industry standard uniforms and are expected to conduct themselves at all times in a responsible and courteous manner while performing any work under this Agreement and/or whenever they are on District property. The following code of conduct will be adhered to by the Contractor, his agent(s) and/or his employees. If Contractor fails to ensure that its employees or other agents comply with these requirements, then Contractor may be terminated for cause under this Agreement: A. All employees of the Contractor shall wear a recognizable uniform. No hats will be worn inside the building. All of Contractor’s employees and agents performing work must carry a government-issued photo ID. Contractor’s employees and agents will present ID to District Staff upon request. This provision will be strictly enforced. B. The use of tobacco or tobacco products on Board property is prohibited by State law. C. The Contractor will not be permitted to utilize Day Labor or Temporary Workers to provide any services at any District facility. This includes any employees or agents that are hired prior to contract award. Failure to comply with this requirement could result in immediate termination of contract with the Contractor liable for any breach, including liquidated damages for delay damages and/or forfeiture of Performance Bond. D. The Contractor or employees or agents of the Contractor are not permitted to play loud music, to make unnecessary noises, or to use vulgar or inappropriate language that causes offense to others. E. The employment of unauthorized or illegal aliens by the Contractor is considered a violation of Section 247A (e) of the Immigration and Naturalization Act. If the Contractor knowingly employs unauthorized aliens, such a violation shall also be cause for termination of this Agreement. F. Possession of firearms will not be tolerated on Board property. No person who has a firearm in their vehicle will be permitted to park on District property. Any employee of the Contractor found in violation of this policy will be immediately asked to leave, and will not be allowed to return to perform further work without the consent of the District. G. The Contractor certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees or agents during the performance of the contract. The Contractor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such bidder Please Note: If any employee or agent of the Contractor or Sub-contractor is found to have brought a firearm on District property, the Contractor or Sub-contractor shall prohibit them from continuing to perform any work on District property. If the Contractor or Sub-contractor fails to do so, then the District may terminate this Agreement for cause as set forth below.
Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.
Supplier Personnel The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Supplier Employee not identified in the Supplier's Final Supplier Personnel List.
Approved User A user approved by the relevant Data Access Committee(s) to access one or more datasets for a specified period of time and only for the purposes outlined in the Principal Investigator (PI)’s approved Research Use Statement. The Information Technology (IT) Director indicated on the Data Access Request, as well as any staff members and trainees under the direct supervision of the PI are also Approved Users and must abide by the terms laid out in the Data Use Certification Agreement.
Designated Configuration; Trained Personnel State Street and the Fund shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.
Confidential or Proprietary Information The term "Confidential --------------------------------------- or Proprietary Information" for purposes of this Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret in (S) 1.23 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate.
Contractor Key Personnel ‌ The Contractor shall assign a Corporate OASIS SB Program Manager (COPM) and Corporate OASIS SB Contract Manager (COCM) as Contractor Key Personnel to represent the Contractor as primary points-of-contact to resolve issues, perform administrative duties, and other functions that may arise relating to OASIS SB and task orders solicited and awarded under OASIS SB. Additional Key Personnel requirements may be designated by the OCO at the task order level. There is no minimum qualification requirements established for Contractor Key Personnel. Additionally, Contractor Key Personnel do not have to be full-time positions; however, the Contractor Key Personnel are expected to be fully proficient in the performance of their duties. The Contractor shall ensure that the OASIS SB CO has current point-of-contact information for both the COPM and COCM. In the event of a change to Contractor Key Personnel, the Contractor shall notify the OASIS SB CO and provide all Point of Contact information for the new Key Personnel within 5 calendar days of the change. All costs associated with Contractor Key Personnel duties shall be handled in accordance with the Contractor’s standard accounting practices; however, no costs for Contractor Key Personnel may be billed to the OASIS Program Office. Failure of Contractor Key Personnel to effectively and efficiently perform their duties will be construed as conduct detrimental to contract performance and may result in activation of Dormant Status and/or Off-Ramping (See Sections H.16. and H.17.).

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