Procedure and Limitations. No indemnification will be provided under Sections 10.01 or 10.02 (i) for any claim for indemnification which is made more than one (1) year following the Closing Date; and (ii) unless the amount of any claim or aggregate claims exceeds $10,000, and then only to the extent of such excess. Any indemnified party shall give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice shall not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor shall have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which shall not be unreasonably withheld. The indemnified party shall cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.
Procedure and Limitations. An indemnified party shall give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice shall not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor shall have the right to defend at its own expense any claim for which the indemnitor is liable hereunder (with counsel reasonably satisfactory to the indemnified party), upon prompt written notice to the indemnified party, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which shall not be unreasonably withheld. The indemnified party shall cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense.
Procedure and Limitations. The Company shall notify the Union of the basis for the need, the approximate number of 13 Contract personnel required and the Job Classification normally held by employees performing the 14 type of work involved during the quarterly Labor/Management business meeting. 15
Procedure and Limitations. (1) Employees may arrange for the donation of days in advance of the need of the recipient employee, but only for a specified, known illness or injury.
(2) In the event donated days are not used by the recipient employee, they will be returned to the donating employee.
(3) Donation and receipt of donated days may be made between employees without regard to bargaining unit membership.
(4) The recipient employee (or their representative) shall make the request for donated leave to their supervisor, who will then relay the request to the Personnel/Benefits section (or Accounting). Donated leave can be utilized during the month donated and future months thereafter.
Procedure and Limitations. A Shareholder shall not sell, assign, or otherwise dispose of any of his shares of Corporation Stock in a Designated Sale without first giving written notice to the Corporation (the "Sale Notice") of the offer he has received and his intention to accept such offer. The Sale Notice shall (i) certify that the transferee's offer to purchase is a bona fide offer with capability to consummate; (ii) state the number of shares of Corporation Stock proposed to be disposed of and the amount of consideration offered; and (iii) provide the name and Social Security Account Number of the proposed transferee. The Corporation shall have, for a period of five (5) days after receipt of the Sale Notice (the "Option Period"), an option (the "Option") to purchase, at the price and on the same terms set forth in the Sale Notice, all but not part of the shares of Corporation Stock specified in the Sale Notice. The Option shall be exercised, if at all, by delivery of written notice of such exercise (the "Exercise Notice") within the Option Period to the Shareholder whose Corporation Stock is the subject of such Option (the "Selling Shareholder"). The Corporation shall pay the purchase price to the Selling Shareholder, and the Selling Shareholder shall deliver the shares of Corporation Stock being sold, within five (5) days of the delivery of the Exercise Notice to the Selling Shareholder. If the Option is not exercised, the Selling Shareholder may, at any time within thirty (30) days after expiration of the Option Period, sell or otherwise dispose of such Corporation Stock in a Designated Sale free and clear of all other terms and conditions of this Agreement, but only to the transferee and at the price contained in the Sale Notice, provided that if the purchase price to be paid for the Corporation Stock in such Designated Sale is based on the trading price of the Corporation Stock of such Designated Sale as quoted on the OTC Bulletin Board or such other national or regional exchange on which the Corporation Stock is then traded and the Option is not exercised, the Selling Shareholder may sell or otherwise dispose of such Corporation Stock and shall not be required to deliver to the Corporation an additional Sale Notice if the trading price of the Corporation Stock has changed during the period from the date of delivery of the Sale Notice to the closing of such Designated Sale. If such sale or disposition is not made within such 30-day period, any shares of Corporation Stock not...
Procedure and Limitations. 26 29.3 RESTRICTIONS...................................................26 EXHIBITS Exhibit A: Glossary of Defined Terms Exhibit B: Description of Premises Exhibit C: Building Rules and Regulations Exhibit D: Work Letter Agreement Exhibit D1: Pricing Agreement Letter Exhibit D2: Building Standard Tenant Improvements Exhibit E: Legal Description of Land Exhibit F: Lease Extension Addendum Exhibit G: Acknowledgment of Lease Commencement Date Exhibit H: Estoppel Certificate, Subordination, Non-Disturbance and Attornment Agreement Exhibit I: Lease Guaranty Monument Sign Addendum LEASE AGREEMENT THIS LEASE AGREEMENT (the "Lease") is entered into as of the 24th day of January, 2000, between 2755 X. XXXXXXXXXX XXXXXXX, X.C. as Landlord, and PROMXXXX.XXX, xx Tenant.
Procedure and Limitations. Landlord shall provide Tenant with the Expansion Notice upon the lapse of termination of all rights of first refusal, first offer rights or other rights pertaining to space within the Building containing at least 5,000 rentable square feet (the "Expansion Space"); provided, however, notwithstanding any other provision of this Section 29, Landlord shall not be liable to Tenant or otherwise in default under this Lease if Landlord fails to provide the Expansion Notice or Tenant is not otherwise given notice of the availability of other space within the Cottonwood Corporate Center. If Tenant wishes to make a proposal for any Expansion Space or other space within the Cottonwood Corporate Center which becomes available, Tenant shall, within five (5) business days from the date of the Expansion Notice or the date of notice from an Affiliated Entity, deliver written notice to Landlord of Tenant's desire to lease such space (the "Tenant's Notice"). The Landlord's Expansion Notice and the Tenant's Notice shall not constitute an agreement or contract between the parties, or otherwise be enforceable against either party, and the parties shall only be bound by a final definitive lease agreement executed by the parties in their sole discretion ("Expansion Space Lease Agreement"). In the event that, for any reason, the Expansion Space Lease Agreement is not fully executed by the parties within thirty (30) days of the Expansion Notice, this Section 29 shall terminate and be of no further force or effect.
Procedure and Limitations. (a) The Company shall notify the Union of the basis for the need, the approximate number of 13 Contract personnel required and the Job Classification normally held by employees performing the 14 type of work involved during the quarterly Labor/Management business meeting. 15
(b) If based on a variety of factors (including but not limited to the nature of the assignment, the 17 status of the program, the overall need for the skills at issue, and the purpose of using Contract 18 personnel described above) the Company needs the skills supplied by Contract personnel on a long- 19 term basis, the position shall be made available in accordance with the Company job posting 20 process. Individual contract personnel may not perform work for the Company for more than 21 eighteen (18) consecutive months without the written approval of the appropriate senior level 22 executive. With such approval of the appropriate senior level executive, the individual contract 23 personnel may perform work for the Company for an additional eighteen (18) months. No further 24 extensions shall occur without agreement by the Union. 25
(c) The Company and the Union agree that it is normally inappropriate to hire Contract personnel 27 as direct hires in periods of surplus activity within a Job Classification. Deviations will be subject to 28 approval by the appropriate senior-level executive and provided, in writing, to the Union. The 29 granting of a deviation to allow such hiring shall not be subject to the grievance and arbitration 30 process. 31
(d) Contract personnel shall not be authorized to make decisions normally associated with 33 management responsibility including salary determination, retention and discipline. They shall not 1 be assigned lead positions for a period in excess of six months. Individual contract personnel may 2 not perform work for the Company for more than eighteen (18) consecutive months without the 3 written approval of the appropriate senior level executive. 4
(e) No employee shall be laid off while Contract personnel are still employed in the Skill 6 Classification, except when the Company determines that it needs to retain any contract labor while 7 surplusing employees in order to avoid significant disruption or impact on the committed packages 8 of work. In such cases, the approval of the Human Resource leader and the appropriate senior level 9 executive shall be required. Notification of such decision will be provided to the Union as soon as 10 practi...
Procedure and Limitations. (a) In order for a Buyer Indemnified Party or Seller Indemnified Party (as applicable, the “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement as a result of a Loss or a claim or demand made by any Person against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall deliver written notice thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) promptly (and in any event, within thirty (30) days after receiving notice of such Third-Party Claim) after receipt by such Indemnified Party of notice of the Third-Party Claim, describing in reasonable detail (i) the facts giving rise to any claim for indemnification hereunder, (ii) the estimated amount or anticipated method of computation of the amount of such claim, to the extent known, and (iii) the nature of the breach of covenant or agreement with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (all of the foregoing, the “Claim Information”), and shall provide any other information with respect thereto as the Indemnifying Party may reasonably request to the extent available; such written notice shall, until resolved, toll survival of the applicable covenant or other indemnifiable category and such covenant or indemnifiable category shall continue to survive. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 9 except to the extent that the Indemnifying Party is materially prejudiced by reason of such failure.
(b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of such Third-Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall not have the right to assume the defense of any Third-Party Claim (i) for which any portion of the relief sought is an injunction, restraining order or specific performance, or (ii) which relates to any criminal proceeding, action, indictment, allegation or investigation. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense thereof, but the fees and expense...
Procedure and Limitations. No indemnification will be provided under Sections 10.01 or 10.02 (i) for any claim for indemnification which is made more than one and a half (1.5) years following the Closing Date; and (ii) unless the amount of any claim or aggregate claims exceeds $25,000, and then only to the extent of such excess; provided that in the event of fraud, the restrictions and limitations in clauses (i) and (ii) and in the final two sentences of this Section 10.03, shall not be applicable. Any indemnified party will give the indemnitor prompt notice of any claim hereunder; provided, the failure to give such notice will not affect the right to indemnification hereunder unless the indemnitor was materially prejudiced by such failure. The indemnitor will have the right to defend at its own expense any claim for which the indemnitor is liable hereunder, but no settlement or compromise of such claim may be effected which materially affects the indemnified party without its consent thereto, which will not be unreasonably withheld. The indemnified party will cooperate with the indemnitor in the defense of any such claims and may participate therein with its own counsel at its own expense. The maximum liability of either Buyer or Seller under this Article X shall be an amount equal to the Premium. No party shall be entitled to punitive damages under this Agreement.
