Principal Contracts Sample Clauses
The Principal Contracts clause defines and identifies the main agreements that are central to a particular transaction or relationship between parties. It typically lists or references the key contracts that govern the rights and obligations of the parties, such as supply agreements, service contracts, or financing documents. By clearly specifying which contracts are considered principal, this clause helps ensure that all parties understand which documents are fundamental to the deal, thereby reducing ambiguity and potential disputes over which agreements are binding or most significant.
Principal Contracts. Section 4.1 All principals will be on a two (2) year contract extended annually.
Section 4.2 Any principal transferred to a different classification shall maintain his/her contract status.
Section 4.3 The Board of Education shall give written notice to the principal at least ninety (90) days prior to June 30 that it is considering non-renewal/layoff of the principal's contract and the reason therefore, afford the principal the opportunity to meet with the Board, and give written notice of non-renewal/layoff at least sixty (60) days before termination date of the principal's contract. If notice of non-renewal is not given, in the case of a principal eligible for a one (1) year contract, the principal's contact shall be renewed for a one (1) year period; or, in the case of a principal eligible for a two (2) year contract, the principal's contract shall be renewed for a two (2) year period.
Section 4.4 It is expressly agreed that in the event of declining enrollments, reorganization of instructional patterns or building closing, or financial reasons resulting in a Board of Education determination to reduce the number of principals, the individual principal's contract of employment is subject to layoff or termination; however, a principal who is on a two (2) year contract shall be subject to involuntary transfer.
Section 4.5 Any principal covered under this Agreement has not been, and shall not be, deemed to have been granted continuing tenure in any administrative capacity by virtue of this Agreement, or any individual contract.
Section 4.6 All administrator individual contracts of employment shall be made expressly subject to all the terms of this Agreement and in the event that the terms of such individual contracts of employment shall conflict with the terms and provisions of this Agreement, this Agreement shall supersede the provisions of the individual contract of employment and be controlling in all matters.
Section 4.7 The board will review and take action to renew appropriate individual principal's contracts at least ninety days before contract expiration.
Section 4.8 An experienced principal who receives less than a satisfactory performance evaluation shall be notified, in writing, at the end of the year evaluation of the need to improve his/her performance. Specific areas of unsatisfactory performance shall be given to the principal, in writing, and a written plan of improvement shall be included.
Section 4.9 New or changed job descriptions that are...
Principal Contracts. (a) Schedule 5.09(a) to the Parent's Disclosure Letter contains a list as of the date hereof of all Principal Contracts, other than Related Party Contracts and Surety Arrangements, including the name of the Company Group member that is a party thereto and the Business to which each such Principal Contract relates. Each such Principal Contract is in full force and effect, and neither the member or members of either Company Group party thereto nor, to the Knowledge of Parent, any other party thereto, has failed to perform its obligations thereunder to date, other than any failure of a Principal Contract to be in full force and effect or of any nonperformance thereof that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Businesses. To the Knowledge of the Parent, no party to any such Principal Contract has given or received any notice of cancellation or termination of such Principal Contract.
(b) Schedule 5.09(b) to the Parent's Disclosure Letter contains a list as of the date hereof of all Principal Contracts that are Related Party Contracts, including the name of each Company Group member that is a party thereto and the Business to which each such Related Party Contract relates, and identifies each Retained Subsidiary of the Parent that is the party to each such Related Party Contract. Each Related Party Contract is in full force and effect and each party thereto has performed its obligations thereunder to date.
(c) Schedule 5.09(c) to the Parent's Disclosure Letter contains a list as of the date hereof of all Surety Arrangements, including the name of each Company Group member that is a beneficiary thereof and the Business to which the Surety Arrangement relates, and identifies each surety in such arrangement, whether that be the Parent or a Retained Subsidiary. To the Knowledge of the Parent, all such Surety Arrangements are in full force and effect, no Parent or Retained Subsidiary is in default thereunder and no party to any Surety Arrangement has given or received any notice of cancellation or termination of any Surety Arrangement.
Principal Contracts. (a) Schedule 5.10(a) to the Parent’s Disclosure Letter contains a list of all Principal Contracts, other than Related Party Contracts and Suretyship Arrangements. Each such Principal Contract is in full force and effect, and neither any Transfer Company party thereto nor, to the Knowledge of Parent, any other party thereto, has failed to perform its obligations thereunder to date, other than any failure of a Principal Contract to be in full force and effect or of any nonperformance thereof that could not reasonably be expected to have a Material Adverse Effect.
(b) Schedule 5.10(b) to the Parent’s Disclosure Letter contains a list of all Significant Suretyship Arrangements and identifies each surety in such arrangement, whether that be the Parent or a Retained Subsidiary. All such Significant Suretyship Arrangements are in full force and effect, and no Parent or Retained Subsidiary is in default thereunder.
Principal Contracts. Section 3.11 of the Parent Disclosure ------------------- Schedule sets forth as of the date of this Agreement principal contracts of Parent (each a "Principal Contract") relating to: (i) any trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (ii) any contract limiting the freedom of Parent or any of its subsidiaries to engage in any line of business or to compete with any other person or entity, or any confidentiality, secrecy or non-disclosure contract; (iii) any contract with any person with whom Parent or any of its subsidiaries does not deal at arm's length within the meaning of the Code. Each of Parent and its subsidiaries has performed all of the material obligations required to be performed by it and is entitled to all accrued benefits under, and, to Parent's knowledge, is not alleged to be in default in any material respect of any Principal Contract. Each of the Principal Contracts is in full force and effect, and there exists no default or event of default or event, occurrence, condition or act, with respect to Parent or any of its subsidiaries or to Parent's knowledge with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would become a default or event of default under any Principal Contract. Parent has made available true and complete copies of all Principal Contracts to Company.
Principal Contracts. 26 Section 5.10. Employees.....................................................26 Section 5.11. Environmental Matters.........................................30 Section 5.12. Litigation....................................................31 Section 5.13. Material Adverse Changes......................................31 Section 5.14. Customers and Suppliers.......................................32 Section 5.15. Adequacy of Assets............................................32 Section 5.16. Full Disclosure...............................................32 Section 5.17. Disclaimers...................................................32
Principal Contracts. (a) To the Knowledge of the Parent, Schedule 5.10(a) to the Parent’s Disclosure Letter contains a list of all Principal Contracts, other than Related Party Contracts and Suretyship Arrangements. To the Knowledge of the Parent, the Subject Companies, their Subsidiaries and the Operating Companies have not received from any other party to any such Principal Contract specific written notification that any such Principal Contract is not in full force and effect, that any Subject Company, Subsidiary of such Subject Company or Operating Company party thereto has not performed its obligations thereunder to date or that any other party thereto has not performed its obligations thereunder to date, other than notice of any failure of a Principal Contract to be in full force and effect or of any nonperformance thereof that could not reasonably be expected to have a Material Adverse Effect.
(b) Schedule 5.10(b) to the Parent’s Disclosure Letter contains a list of all Significant Suretyship Arrangements and identifies each surety in such arrangement, whether that be the Parent or a Retained Subsidiary. To the Knowledge of the Parent, all such Significant Suretyship Arrangements are in full force and effect.
Principal Contracts. Except for contracts relating to investments in active or inactive theatrical productions and the contracts listed on Schedule 3.11(a), as of the date of this Agreement, none of the Target Group Companies is a party to, or otherwise bound by, any:
(i) other than agreements with Local Presenters or Local Venues that restrict the operation of the Purchased Presenting Business in the BAA Market covered by such agreement, any contract containing covenants limiting the freedom of the Target Group Companies after the date hereof to (x) engage in any line of business in any geographic area, or (y) compete with any Person, in each case, the violation of which would materially impair the operation of the business of the Target Group Companies, taken as a whole;
(ii) partnership, limited liability company or joint venture agreements;
(iii) contract granting the right to, or requiring, any of the Target Group Companies to present any touring production of any Theatrical Shows, including family or children’s Theatrical Shows, in multiple BAA Markets;
(iv) contract or commitment that requires any of the Target Group Companies to provide advertising privileges or exposure to any third party sponsor in any single BAA Market that involves the payment of cash, services or other consideration by such third party sponsor;
(v) Employment Contract;
(vi) Office Lease that is not terminable by the Target Group Companies on ninety (90) days’ notice or less without cost or penalty;
(vii) contract with a Local Presenter or with the owner of a Local Venue that governs the subscription series operated or managed by the Target Group Companies in a BAA Market;
(viii) mortgage, pledge, security agreement, deed of trust or other instrument creating or purporting to create an Encumbrance (other than the documents creating the Minneapolis Liens and the Senior Facility Liens);
(ix) contract (other than this Agreement) for the sale of any assets of the Target Group Companies after the date hereof;
(x) other than guarantees of the Senior Facility, guaranty of Indebtedness owed by any Person (other than by a Target Group Company);
(xi) contract granting to any third party ticketing vendor the right, as agent for the Target Group Companies, to sell tickets to events presented by any of the Target Group Companies; or
(xii) contracts (other than Ordinary Course Agreements and the types of contracts described in the preceding clauses of this Section 3.11(a)) which require payments by the Target Gr...