LS&CO. Reputation. LS&CO. has and is determined to maintain a worldwide reputation for ethical business conduct. To that end, LS&CO. adopted Global Sourcing and Operating Guidelines (“GSOG”) setting forth standards of conduct it requires from, among others, its licensees. Licensee acknowledges that its conduct, and the conduct of any subcontractor, must reflect positively on LS&CO.’s reputation and accordingly agrees to the provisions of this Section 10. Additionally, Licensee understands and agrees that LS&CO. may, from time to time, disclose Licensees’ customers and suppliers, along with LS&CO.’s customers and suppliers, in governmental or public filings, on LS&CO.’s corporate website or otherwise in line with the goal of maintaining transparency and high standards of ethical business conduct.

LS&CO. Reputation. Licensee acknowledges that its conduct, and the conduct of any subcontractor, must reflect positively on LS&Co.’s reputation. LS&Co. has maintained, and is determined to maintain, a worldwide reputation for ethical business conduct. To that end, LS&Co. adopted its “GSOG” setting forth standards of conduct it requires from, among others, its licensees, including Licensee. LS&Co. strives for continuous improvement with respect to the GSOG, and shall update the GSOG from time to time. Licensee shall be responsible for maintaining compliance with the GSOG and any updates to the GSOG at all times. Additionally, Licensee understands and agrees that LS&Co. may, from time to time, disclose Licensees’ customers and suppliers, along with LS&Co.’s customers and suppliers, in governmental or public filings, on LS&Co.’s corporate website or otherwise in line with the goal of maintaining transparency and high standards of ethical business conduct.

LS&CO. Indemnity. Except for matters as to which Licensee is required to indemnify LS&Co. under Section 15.2, LS&Co. shall indemnify and hold harmless Licensee and its Affiliates, directors, officers, employees and agents against any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorney’s' fees and expenses in disputes or proceedings involving third parties or between LS&Co. and Licensee) which Licensee is or becomes liable for, or may incur solely by reason of its use within the Territory, in accordance with the terms and conditions of this Agreement, of the Trademarks or the designs furnished to Licensee by LS&Co., to the extent that such liability arises through infringement of another’s trademark rights (collectively, "LS&Co. Indemnified Claim"). If any LS&Co. Indemnified Claim shall be brought or asserted against Licensee in respect of which indemnity may be sought from LS&Co. under this Section 15.1, Licensee shall notify LS&Co. in writing not later than the earlier of ten (10) days before a response is due or thirty (30) days after Licensee receives [***] Indicates portions of this exhibit that have been omitted pursuant to a request for confidential treatment. notice of the LS&Co. Indemnified Claim, and LS&Co. shall assume and direct the defense thereof. A failure or delay by Licensee in giving this notice shall not reduce or otherwise affect LS&Co.’s indemnification obligations except to the extent that the failure or delay shall have materially prejudiced LS&Co.’s ability to defend or settle the Indemnified Claim. Licensee may, at its own expense, be represented by its own counsel in such action or proceeding.

LS&CO. Assignment. Nothing in this Agreement limits LS&Co.’s ability to sell or otherwise transfer the Trademarks to a third party or to engage in any merger, consolidation, sale of assets, reorganization, sale of stock or other transaction. LS&Co. may assign its rights and delegate its duties under this Agreement in its sole discretion, including, without limitation, in connection with such a transaction.

LS&CO. Marks. Supplier recognizes the validity of all trademarks, service marks, trade names, logos and other indicia of LS&Co. and its Affiliates (and any and all intellectual property rights therein) (collectively, the “LS&Co. Marks”), and the ownership thereof by LS&Co. or the applicable Affiliate, and shall not at any time take any action or fail to act such that the validity of the LS&Co. Marks or LS&Co.’s or any Affiliate’s ownership thereof is called into question. Supplier shall not place any of the LS&Co. Marks on materials developed or produced by Supplier, except with respect to materials delivered solely to LS&Co., without the prior consent of the LS&Co. Governance Executive. Any such use of the LS&Co. Marks shall be limited to the specific consent granted by the LS&Co. Governance Executive hereunder, and shall not be deemed or considered the grant of a license to use such LS&Co. Marks in any other manner or for any other purpose whatsoever. Supplier shall not claim to own or acquire any right, title or interest in any of the LS&Co. Marks or other forms of intellectual property belonging to LS&Co., and all uses of the LS&Co. Marks shall inure to the benefit of LS&Co. Supplier shall immediately discontinue all use of the LS&Co. Marks upon the End Date, and shall not thereafter make any further use thereof. Supplier shall not register or attempt to register the LS&Co. Marks or any other trademark that may be confusingly similar to the LS&Co. Marks. Supplier shall not dispute or contest the validity, enforceability or ownership of the LS&Co. Marks and shall notify LS&Co. promptly of any attempt by any unauthorized person to use the LS&Co. Marks of which Supplier becomes aware.

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Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).
WSIB & LTD An Employee who is receiving benefits under the Workplace Safety and Insurance Act, or under an LTD plan, is not entitled to benefits under a school board’s sick leave and short-term disability plan for the same condition unless the employee is on a graduated return to work program then WSIB/LTD remains the first payor. For clarity, where an employee is receiving partial benefits under WSIB/LTD, they may be entitled to receive benefits under the sick leave plan, subject to the circumstances of the specific situation. During the interim period from the date of the injury/incident or illness to the date of the approval by the WSIB/LTD of the claim, the employee may access sick leave and short-term leave and disability coverage. A reconciliation of sick leave deductions made and payments provided, will be undertaken by the school board once the WSIB/LTD has adjudicated and approved the claim. In the event that the WSIB/LTD does not approve the claim, the school board shall deal with the absence consistent with the terms of the sick leave and short-term leave and disability plans.
Parent A parent, legal guardian or person in parental relation to the Student.
Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.
Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.
Motorola s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.
COVID 19 public health emergency means the period beginning on January 27, 2020 and until the termination of the national emergency concerning the COVID–19 outbreak declared pursuant to the National Emergencies Act (50 Deposit means an extraordinary payment of an accrued, unfunded liability. The term deposit does not refer to routine contributions made by an employer to pension funds as part of the employer’s obligations related to payroll, such as either a pension contribution consisting of a normal cost component related to current employees or a component addressing the amortization of unfunded liabilities calculated by reference to the employer’s payroll costs. Eligible employer means an employer Eligible workers means workers
Holdings Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.
Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.
Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

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