Private Side Information Contacts Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Non-Public Information with respect to the Borrower, its Subsidiaries or their Securities for purposes of United States federal or state securities laws. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither Borrower nor Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.
Private Sale Each Debtor recognizes that the Secured Party may be unable to effect a public sale of any or all of the Collateral consisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and each Debtor agrees that it is not commercially unreasonable for Secured Party to engage in any such private sales or dispositions under such circumstances. The Secured Party shall be under no obligation to delay a sale of any of the Collateral to permit a Debtor to register such Collateral for public sale under the Act, or under applicable state securities laws, even if Debtors would agree to do so. The Secured Party shall not incur any liability as a result of the sale of any such Collateral, or any part thereof, at any private sale provided for in this Agreement conducted in a commercially reasonable manner, and so long as Secured Party conducts such sale in a commercially reasonable manner each Debtor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer the Collateral to more than one offeree. Each Debtor further agrees to do or cause to be done all such other acts and things as may be necessary to make such sale or sales of any portion or all of any such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Debtor’s expense. Each Debtor further agrees that a breach of any of the covenants contained in this Section 4.8 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 4.8 shall be specifically enforceable against Debtors, and each Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.
Private Sales (a) In view of the fact that applicable securities laws may impose certain restrictions on the method by which a sale of the Pledged Shares may be effected after an Event of Default, Debtors agree that upon the occurrence and during the continuance of an Event of Default, the Agent may from time to time attempt to sell all or any part of the Pledged Shares by a private sale in the nature of a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are “accredited investors” within the meaning of Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and are purchasing for investment only and not for distribution. In so doing, the Agent may solicit offers for the Pledged Shares, or any part thereof, from a limited number of investors who might be interested in purchasing the Pledged Shares. Without limiting the methods or manner of disposition which could be determined to be commercially reasonable, if the Agent hires a firm of regional or national reputation that is engaged in the business of rendering investment banking and brokerage services to solicit such offers and facilitate the sale of the Pledged Shares, then the Agent’s acceptance of the highest offer (including its own offer, or the offer of any of the Lenders at any such sale) obtained through such efforts of such firm shall be deemed to be a commercially reasonable method of disposition of such Pledged Shares. The Agent shall not be under any obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States, under the Securities Act or under any applicable state securities laws, even if such issuer would agree to do so.
(b) The Debtors further agree to do or cause to be done, to the extent that the Debtors may do so under applicable law, all such other reasonable acts and things as may be necessary to make such sales or resales of any portion or all of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Debtors’ expense.
Violence in the Workplace (a) The parties agree that violence shall be defined as any incident in which an employee is abused, threatened or assaulted while performing his or her work. The parties agree it includes the application of force, threats with or without weapons and severe verbal abuse. The parties agree that such incidents will not be condoned. Any employee who believes he/she has been subjected to such incident shall report this to a supervisor who will make every reasonable effort to rectify the situation. For purposes of sub-article (a) only, employees as referred to herein shall mean all employees of the Employer notwithstanding Article 2.12.
(b) The Employer agrees to develop formalized policies and procedures in consultation with the Joint Health and Safety Committee to deal with workplace violence. The policy will address the prevention of violence and the management of violent situations and support to employees who have faced workplace violence. These policies and procedures shall be communicated to all employees. The local parties will consider appropriate measures and procedures in consultation with the Joint Health and Safety Committee to address violence in the workplace, which may include, among other measures and procedures:
i) Alert employees about a person with a known history of aggressive and responsive behaviours and their known triggers by means of:
A) electronic and/or other appropriate flagging systems,
B) direct verbal communication / alerts (i.e. shift reports),
ii) Communicate and provide appropriate training and education,
iii) Reporting all incidents of workplace violence,
iv) Long-term care home wide violence risk assessments.
(c) The Employer will report all incidents of violence as defined herein to the Joint Health and Safety Committee for review.
(d) The Employer agrees to provide training and information on the prevention of violence to all employees who come into contact with potentially aggressive persons. This training will be done during a new employee’s orientation and updated as required.
(e) Subject to appropriate legislation, and with the employee’s consent, the Employer will inform the Union within three (3) days of any employee who has been subjected to violence while performing his/her work. Such information shall be submitted in writing to the Union as soon as practicable.
Wire Unbundled DS1 Digital Loop This is a designed 4-wire Loop that is provisioned according to industry standards for DS1 or Primary Rate ISDN services and will come standard with a test point, OC, and a DLR. A DS1 Loop may be provisioned over a variety of loop transmission technologies including copper, HDSL-based technology or fiber optic transport systems. It will include a 4-Wire DS1 Network Interface at the End User’s location.
COMMUNICATION BETWEEN THE PARTIES 6.1. Any official relations between the Parties shall be in writing. A written notice for a Party may be delivered personally or sent by courier (including international courier) or post (including insured post). For the purpose of saving time and taking into account the provisions outlined below, except for submitting a claim on early fulfillment of financial liabilities arising from the Agreement in full or notice on full or partial termination of the Agreement to the Customer, a notice to the other Party may be delivered through email or other electronic/technical means (including mobile-bank, internet bank, SMS), provided that in case of request of the other Party, the written notice shall be delivered in the reasonable time as well.
6.2. A notice shall be deemed delivered if a recipient confirms such delivery on the delivery date (including through electronic document, receipt, other relevant means of communication, etc.). If the receipt of a notice is not confirmed by the recipient, any such notice shall be deemed duly sent and received:
6.2.1. In case of sending a written notice by courier or insured post – on the date of confirmation of delivery;
6.2.2. In case of sending a notice through email and/or other electronic/technical means – on the Banking Day following the date of sending.
6.3. A notice shall be deemed received in case the sending Party receives back a notice due to absence of the receiving Party at the given address/contact data, the recipient refuses to accept the notice or avoids receiving a notice.
6.4. The Parties shall establish relations at the addresses/contact data outlined in the Agreement (or at any other address/contact data which one Party will inform the other in writing). A Party shall notify the other Party in a timely manner on change of the above address or any of the data, otherwise communications carried out at the address provided by the Party (sending notices, etc.) shall be deemed duly performed.
6.5. In case a contact person of the Customer (hereinafter referred to as the Contact Person) is indicated in this Agreement and/or other document associated thereto and/or in an application submitted by the Customer to the Bank in its regard, the Bank is entitled to carry out communication of any kind and content (including but not limited to, regarding the volume of the credit indebtedness and other conditions related to the Credit) under this Agreement (including but not limited to the cases of breaches of contractual obligations by the Customer and in order to collect the credit indebtedness from the Customer in accordance with the terms and conditions of the Agreement) without any restrictions towards both the Customer as well as the Contact Person. The Customer confirms that the Customer has obtained all permits and consents from the Contact Person on the transfer of personal data of the Contact Person to the Bank and its processing and the Contact Person is informed about the authority of the Bank specified in this Paragraph.
6.6. The Customer is authorized to submit a claim regarding the service stipulated in the Agreement to the Bank's service centers (branches) and through the means of remote communication defined by the Bank. Information on the claim review procedure and the means for submitting a claim is available at the Bank’s service centers (branches) and on the website: xxxxx://xxxxxxxxxxxxx.xx/. A claim can be submitted orally, in free written, in standard written or in electronic form. A claim will be reviewed by the Support and Service Department of the Bank's service centers. The maximum term for receiving a response to a claim submitted in any form is 30 (thirty) calendar days, unless otherwise determined by the Legislation or/and international practice.
Originating Switched Access Detail Usage Data A category 1101XX record as defined in the EMI Telcordia Practice BR-010-200- 010.
Transit Traffic 7.2.2.3.1 CenturyLink will accept traffic originated by CLEC’s network and/or its end user(s) for termination to other Telecommunications Carrier’s network and/or its end users that is connected to CenturyLink's Switch. CenturyLink will also terminate traffic from these other Telecommunications Carriers’ network and/or its end users to CLEC’s network and/or its end users. For purposes of the Agreement, transit traffic does not include traffic carried by Interexchange Carriers. That traffic is defined as Jointly Provided Switched Access.
7.2.2.3.2 The Parties involved in transporting transit traffic will deliver calls to each involved network with CCS/SS7 protocol and the appropriate ISUP/TCAP messages to facilitate full Interoperability and Billing functions.
7.2.2.3.3 The originating company is responsible for payment of appropriate rates to the transit company and to the terminating company. The Parties agree to enter into traffic exchange agreements with third party Telecommunications Carriers prior to delivering traffic to be transited to third party Telecommunications Carriers. In the event one Party originates traffic that transits the second Party’s network to reach a third party Telecommunications Carrier with whom the originating Party does not have a traffic exchange agreement, then the originating Party will indemnify, defend and hold harmless the second Party against any and all charges levied by such third party Telecommunications Carrier, including any termination charges related to such traffic and any attorneys fees and expenses. In the case of IntraLATA LEC Toll traffic where CenturyLink is the designated IntraLATA Toll provider for existing LECs, CenturyLink will be responsible for payment of appropriate usage rates.
7.2.2.3.4 When CenturyLink receives an unqueried call from CLEC to a telephone number that has been ported to another local services provider, the transit rate will apply in addition to any query rates.
7.2.2.3.5 In the case of a transit call that terminates in the Local Calling Area but in a different state than the call originated, and the CLEC does not have an agreement with CenturyLink in the state where the transit call terminated, CLEC must execute an agreement for that state if it is a state served by CenturyLink. In the absence of a second agreement, the transit rate in Exhibit A of this Agreement will be billed to the CLEC.
Signaling Link Transport 9.2.1 Signaling Link Transport is a set of two or four dedicated 56 kbps transmission paths between Global Connection-designated Signaling Points of Interconnection that provide appropriate physical diversity.
Line Side An End Office connection that provides transmission, switching and optional features suitable for Customer connection to the public switched network, including loop start supervision, ground start supervision and signaling for BRI- ISDN service.
