Principal Contracts Sample Clauses

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...
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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.
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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.
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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
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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.
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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.
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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...
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Related to Principal Contracts

  • Individual Contracts The terms and conditions of this Agreement shall be reflected in individual contracts or employment agreements.

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Supplemental Contracts A. Supplemental duties shall be defined as those duties which are performed during time in excess of the work day, work week, work year, or in addition to the employee’s regular duties. Employees performing supplemental duties shall be issued written, individual, limited contracts that include:

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS. (i) ATI shall use its Reasonable Efforts to amend each administrative services only contract with a third-party administrator that relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Water Pik to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all ASO Contracts into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik of, the manner in which Water Pik's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Water Pik's participation may be effectuated include automatically making Water Pik a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Water Pik providing for the same terms and conditions as are contained in the ASO Contracts to which ATI is a party (or such other arrangement as to which ATI and Water Pik shall mutually agree). Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Water Pik hereby authorizes ATI to act on its behalf to extend to Water Pik the terms and conditions of the ASO Contracts. Water Pik shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ATI's efforts.

  • Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.

  • Material Contracts and Commitments (a) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations); (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

  • New Contracts Except as provided in Section 6.1.4, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than 30 days’ prior notice.

  • Commitments and Contracts (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director or employee (other than those that are terminable at will by the Company or such Company Subsidiary); (ii) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employee; (iii) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities), and any contract that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (iv) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

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