O U N D Sample Clauses

O U N D. The Borrower has previously elected to become a contracting member of the California Public Employees’ Retirement System (“PERS”), and under its contract with PERS (the “PERS Contract”), the Borrower is obligated to make certain payments to PERS in respect of retired safety employees under the Side Fund program of PERS which amortizes such obligations over a fixed period of time (the “PERS Side Fund Obligations”).
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O U N D. The Building is a six story office building of which Tenant is the sole tenant and occupant pursuant to the Lease. The Garage which is associated with the Building is three stories and Tenant has the exclusive use of the Garage pursuant to the Lease. Each floor of the Building is occupied by different divisions or work units of Tenant who work independently of each other on the development and commercial release of interactive software games. The work and release schedules applicable to Tenant’s various divisions and work units are rigidly incorporated into all aspects of Tenant’s business. It is the express intent of Tenant that the work described in this Work Letter to be performed by Landlord in the Building shall be accomplished on a floor by floor basis in accordance with a schedule which has been initially established by Tenant. Each work unit on each floor within the Building shall be temporarily relocated elsewhere within the Premises while the work to such floor is being done. Each such work unit will move back into its floor when the work on its floor is substantially completed with the next work unit being relocated thereafter. Relocations shall be accomplished over a weekend in each case. Notwithstanding the foregoing, based upon the work and release schedules applicable to Tenant’s various divisions and work units, a delay in Landlord’s completion of Landlord’s Work on a particular floor may result in a delay in the schedule for the relocation for the work unit on such floor and/or the temporary relocation elsewhere within the Premises for the work unit on the next floor, which relocation delay may extend beyond the delay in Landlord’s completion of Landlord’s Work on such floor, but in no event shall such relocation delay last longer than fifteen (15) days. Accordingly, such work unit may not be able to return to its floor when the work on its floor is substantially completed and the work unit next scheduled to be relocated elsewhere within the Premises may not be able to be relocated upon the substantial completion of Landlord’s Work on the prior floor, for a period of up to fifteen (15) days. This Work Letter sets forth the rights, duties, covenants and obligations of Landlord and Tenant with respect to Landlord’s Work, including the development, preparation, review and approval of all plans and specifications for Landlord’s Work and the engineering, construction and installation of Landlord’s Work, and will contemplate that the performance...
Sample 1
O U N D. The Board of Directors of the Corporation has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) of the Corporation outstanding at the Close of Business (as hereinafter defined) on May 5, 2005 (the “Record Date”). Each Right originally is a right to purchase one one-thousandth (1/1000th) of a share of Preferred Stock (as hereinafter defined) upon the terms and subject to the conditions herein set forth. The Board of Directors has further authorized and directed the issuance of one Right with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as those terms are hereinafter defined) or as provided in Section 22 of this Agreement.
Sample 1

Related to O U N D

  • Consentement Relatif à la Langue Utilisée Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

  • -234aa All student records, student information, and student-generated content (collectively, "student data") provided or accessed pursuant this Agreement or any other services agreement between the Parties are not the property of, or under the control of, the Contractor.

  • Conhecimento da Lingua O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (“Agreement” xx xxxxxx).

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • xxx/Xxxxxx/XXXXX- 19_School_Manual_FINAL pdf -page 101-102 We will continue to use the guidelines reflected in the COVID-19 school manual.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

  • Nxxxx X Xxxxxxx is hereby designated as the Chief Executive Officer and Chief Financial Officer and Jxxx Xxxxxxxxx is designated the General Counsel and Secretary of the Company, each to serve in such capacity until his earlier death, resignation or removal from office.

  • W I T N E S E T H For and in consideration of the mutual understanding and agreements hereinafter set forth, it is therefore agreed between the AGENCY and the BOARD as follows:

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

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