Miscellaneous Agreements. Subject to terms and conditions of this Agreement, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, appropriate, or desirable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. After the Closing Date, if Buyer considers or is advised that any further assignment, conveyance or other documents are necessary or desirable to vest, perfect, confirm or record in the Company title to any of the Assets or to aid in the prosecution, defense or enforcement of any rights arising from the transfer of the Shares to Buyer, Seller shall cause its authorized officer to execute and deliver promptly to Buyer any and all assignments, powers of attorney or other documents and do all things requested by Buyer to vest, perfect or confirm title to the Assets in the Company and title to the Shares in Buyer or to convey such other rights as provided herein or to otherwise carry out the intent of this Agreement.
Miscellaneous Agreements. This Agreement and the rights of Licensee hereunder are not assignable or transferable by Licensee. The terms, covenants, conditions and provisions contained in this Agreement shall be binding upon and inure to the benefit of Licensor and Licensee, and their respective heirs, representatives, successors and permitted assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Licensor and Licensee each does hereby covenant and agree that jurisdiction and venue with respect to all actions and proceedings instituted by either party to enforce this Agreement or to otherwise seek a declaration of rights under this Agreement shall be in Xxxxxx County, Texas, and any lawsuit filed and prosecuted in connection therewith shall be exclusive in any State District Court of Xxxxxx County, Texas, or in any United States District Court for the Southern District of Texas, Houston Division. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when personally delivered to the intended recipient at the address set forth on page 1 of the Agreement. All users of the Fitness Center are required to have their 609 Main access card with them at all times while using the facility.
1. Only tenants of 609 Main and their employees are allowed in the Fitness Center. No guests are allowed in the Fitness Center.
2. Prior to participation, a Fitness Center License Agreement must be completed and on file.
3. A building access card issued to the participant is required in order to be admitted into the Fitness Center.
4. The access card issued to the participant is not allowed to be used by anyone other than the participant.
5. No one is allowed in the Fitness Center when the facility is closed.
6. Proper attire is required at all times - shirts and athletic shoes are required. NO jeans and NO open-toe shoes are allowed.
7. Do not use any equipment unless you are knowledgeable about how to use it properly.
8. Equipment is to be wiped down after each use. You must provide your own towels.
9. Observe Fitness Center etiquette and demonstrate courtesy toward others in the facility at all times.
10. No horseplay; loud or offensive language; or other inappropriate behavior will be tolerated.
Miscellaneous Agreements. Notwithstanding any contrary provision in this Schedule E or the Agreement to which this Schedule E is attached, PharMerica and Ceres acknowledge and agree that the planning for, installation of and ongoing oversight of the EMMS requires considerable dedicated resources, both personnel and technology, and that, without the fulfillment by the other of the other’s commitments contained in this Schedule E, the EMMS cannot be installed and operated successfully at the designated Facilities. In amplification of the foregoing, PharMerica shall not be responsible for any delays in implementing the EMMS caused by the failure of a Ceres Party to satisfy the requirements imposed on the Ceres Parties under this Schedule E in a timely manner provided (a) PharMerica notifies Ceres promptly following a failure by a Ceres Party to meet any such requirement, and (b) the Ceres Party fails to correct such failure within * days following such notice. None of the Technology Roadmap, the Work Plan or the Implementation Schedule shall be binding on PharMerica and Ceres until approved in writing by the respective chief executive officer of PharMerica and Ceres, which approval shall not be unreasonably withheld, conditioned, or delayed. All disputes regarding this Schedule E shall be resolved in accordance with the applicable provisions of the Agreement to which this Schedule E is attached. The table below sets forth the Service Level Agreements to be met by Pharmacy Operators in carrying out this Agreement and the associated monetary penalty (“Monetary Penalty”) BEI/GG may recover for each violation by PharMerica or another Pharmacy Operator of the corresponding Service Level Agreement. 1. * * 2. * * 3. * * 4. * * 5. * * 6. * * 7. * * 8. * * This Acknowledgment and Joinder Agreement (this “Agreement”) is made as of the day of , 2006, between PHARMERICA, INC. (“PharMerica”), a Delaware corporation, and (“Company”), a [ ]. Capitalized terms that are not defined in this Agreement shall be as defined in the Pharmacy Services Agreement (the “Pharmacy Services Agreement”) dated as of July 1, 2006, between PharMerica and Ceres Strategies, Inc. (“Ceres”).
Miscellaneous Agreements. The covenants and agreements set forth in this paragraph shall remain in effect until March 31, 2001. Covenants 4(A) and 4(B) are material parts of this Agreement, so a material breach of either of them by Dxxxx would entitle Quaker, at its discretion, to rescind this Agreement, in addition to any other legal or equitable remedies it might have for breach:
A. Xxxxx shall provide accurate information or testimony or both in connection with any legal matter if so requested by Quaker. He shall make himself available upon request to provide such information and/or testimony, in a formal and/or an informal setting in accordance with Quaker's request, subject to reasonable accommodation of his schedule and reimbursement of reasonable expenses, including reasonable and necessary attorney fees (if independent legal counsel is reasonably necessary).
B. Xxxxx shall cooperate with media requests for interviews regarding his termination and/or Quaker, unless directed otherwise by Quaker in a particular instance. He shall not disparage The Quaker Oats Company, its products, or any of its directors, officers or employees in these interviews, nor in any other private or public setting; provided, if Dxxxx is compelled to provide testimony under oath, he shall testify truthfully without regard to whether his testimony is favorable or unfavorable to Quaker, and such testimony shall be protected against claims under this Agreement by the same privilege that would apply to a defamation claim.
C. The Quaker Oats Company, and any officer or director acting on its behalf, shall answer all reference inquiries directed to The Quaker Oats Company regarding Dxxxx by stating only his positions held, compensation and dates of employment. No additional information shall be provided unless authorized in advance, in writing, by Dxxxx. Dxxxx agrees to direct all requests for references from Quaker to the highest ranking Human Resources officer within Quaker.
Miscellaneous Agreements. A. The Board agrees to replace tools considered to be basic for respective jobs as designated by the supervisor. To be considered for replacement, a broken tool must be reported to the supervisor or his designee by the end of that workday. This replacement is restricted to tools broken on the job. B Each employee shall receive an annual report as of March 31st which shall include; hourly rate, number of hours paid for annual employment for the previous 24 pay periods and primary job classification. The report will be prepared and distributed in a timely manner following the ratification of the contract.
Miscellaneous Agreements a. Time is of the essence. This Agreement shall bind the parties hereto, their successors and assigns.
b. CUSTOMER specifically agrees that their mailing addresses set forth above is correct and it is acknowledged that all notices may be sent by VILLAGE by first-class U.S. mail. CUSTOMER shall have a continuing obligation to provide to the Clerk of the VILLAGE, notification of any mailing address changes.
Miscellaneous Agreements. A. This Agreement shall be binding upon and shall inure to the benefits of all parties hereto, their successors, and assigns.
B. The City does not waive any right or rights it may have pursuant to the Wyoming Governmental Claims Act, Wyoming Statute Sections 1-39-101, et seq. The City specifically reserves the right to assert any and all immunities, rights, and defenses it may have pursuant to the Wyoming Governmental Claims Act.
C. Any litigation regarding this Agreement shall be resolved in a court of competent jurisdiction situated in Natrona County, Wyoming.
Miscellaneous Agreements. A. This Agreement shall supersede any rules, regulations, or practices of the Board, which shall be contrary to or inconsistent with its term, except for those subject areas that are exclusively within the discretion of the Board or as permitted by law. All individual teacher contracts shall be made expressly subject to the terms of this Agreement. The provisions of this Agreement shall be incorporated into and be considered a part of the established policies of the Board.
B. The Board shall post this agreement on the district’s webpage.
C. No service, duty, or activity performed by any teacher during the number of teacher work days of the regular school year shall be rewarded with extra pay excepting those extra duties, services, and activities set forth in the salary agreement.
D. Increments become effective, and advancement under the salary schedule shall be automatic as of September 1 or February 1 upon completion of fifteen (15) hours, a Master's Degree, or with a full year's teaching experience. It is the employee’s responsibility to submit a request for movement across the salary schedule to the BA+15 or to the Master’s scale, together with copies of all grade transcripts and any other correspondence from the college or university to support the request, to Business Office personnel on or before August 31st or January 31st in order for the salary change to be effective on September 1st or February 1st. Failure to timely submit the request and/or documentation will result in a delay in the movement across the salary schedule until the following September 1st or February 1st, as applicable.
E. In addition to the basic teacher's salary as provided in Schedule A, there will be paid a further sum as listed in the attached Extra Duties Beyond Classroom Teaching and Outside of School Hours (Schedule B).
F. Age shall not be used as criteria for dismissal or retirement.
G. Over and above the basic salary of each teacher the Board will contribute a percentage of the teacher's salary into the Retirement Fund, per the requirements of the Michigan Public Schools Employees' Retirement Systems (MPSERS).
H. Travel, meal and conference expenses shall be the responsibility of the individual teacher up front. Reimbursement, after the teacher’s return and submission of documented expenses, shall be made by the Business Office within one (1) week of receipt of that paperwork.
Miscellaneous Agreements. Miscellaneous agreements by project phase are shown in the following table.
Miscellaneous Agreements. Subject to the terms and conditions herein provided, each party shall use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, appropriate or desirable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
