Termination Conditions Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opto-Device has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) such a material breach is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.
Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.
Payment Conditions The price of the whole accommodation service booked is always payable by the Guest in advance, at the latest upon arrival in the hotel. Set-off by the Guest is excluded unless the set- off relates to an undisputed or legally confirmed claim. Valid means of payment are cash in Euros, EC card, Master Card, Visa Card, Diners Card and American Express. For payment settlement we use the 3D Secure 2.0 system for secure and additional customer authorisation. For further information on data processing for payment transactions see xxxxx://xxx.xxxxx-xxx.xxx/en/data-privacy/.
SAFETY CONDITIONS 8.1 The District shall make every effort to provide a place of employment which is safe. A unit member shall not be required to perform duties under conditions which endanger his/her health or safety.
8.2 The District shall make a good faith effort to reduce or alleviate those conditions which cause stress. The reduction of threats or intimidation by students or other members of the public shall be a continuous effort of both the District and unit members working together.
8.3 Unit members who feel they are being required to work under unsafe or unsanitary conditions, or to perform tasks that endanger their health or safety, shall submit written recommendations for changes to the principal or site administrator. The principal or site administrator shall respond and take corrective action as needed.
8.4 The District shall ensure that each unit member has access to a lockable desk, cupboard or other lockable space.
8.5 Unit members other than the school nurse, shall not be required to provide specialized physical health care.
8.6 Unit members are authorized to administer discipline to students in accordance with the Education Code and the rules and regulations of the District. A written description of the rights and duties of unit members with respect to student discipline shall be provided to unit members at the beginning of each school year. In addition, said written descriptions shall be available at each school site. The District shall not take action against a unit member who uses reasonable and lawful force in the performance of his/her duties. Unit members shall report any physical assault against the unit member to the principal or site administrator, who shall report the incident to the appropriate law enforcement agency.
8.7 During conditions of excessive heat, the Superintendent or designee, whenever appropriate, will reduce the school day for students in schools with non-operable air conditioning, to the State required minimum day. Unit members may be directed to proceed to a district air conditioned location for the remainder of the service day. The Superintendent or designee shall have the discretion to reduce the school day to the State required minimum day whenever other weather conditions pose a danger to students and unit members. Unit members may be directed to proceed to another District location for the remainder of the service day.
8.8 For protection of unit members whose normal duties may require transportation of students in unit member's vehicles, the District shall provide secondary insurance against personal liability for damages for death, injury to a person, or damage or loss of property caused by the negligent act or omission of the unit member when acting within the scope of his/her employment. Additionally, the District will provide this same coverage to unit members who are required to travel from site-to- site or make home visitations in order to perform assigned duties. When a loss occurs, the unit member's primary insurance deductible will be reimbursed up to a maximum of $500.00. If administrator approval is unobtainable, the teacher's best judgment for the protection of student safety shall be included in the above.
8.9 Restrooms shall be available to unit members whenever they are required to render service.
8.10 Adequate lounge facilities shall be provided for unit members' use. Additionally, the District shall provide, when fiscally possible, at least one piece of furniture per site where a staff member may recline. The site safety committee shall determine the placement of these facilities and furniture.
8.11 Unit members shall have the right to refer to the office, a student who exhibits symptoms of illness which endanger the health of other students or the unit member. The student shall not return to the classroom until it is determined by the principal/site administrator that his/her health is not a clear and present danger to those with whom he/she shares space. The student shall be given a pass to return to class signed by the principal/site administrator confirming the decision.
8.12 The District shall reimburse or repair articles of clothing, glasses and hearing aids damaged while the unit member is acting in the proper discharge of disciplinary/ supervisorial duties. In addition, all other accessories damaged under the conditions listed above shall be reimbursed up to a maximum of $200.00.
Safe Conditions Whenever an employee reports a condition which the employee feels represents a violation of safety or health rules and regulations or which is an unreasonable hazard to persons or property, such conditions shall be promptly investigated. The appropriate administrator shall reply to the concern, in writing, if the employee's concern is communicated in writing.
License Conditions Your exercise of the Licensed Rights is expressly made subject to the following conditions.
Specific Conditions If applicable, specific conditions required after a risk assessment will be included in Exhibit G. Grantee shall adhere to the specific conditions listed therein.
Unsafe Conditions In accordance with 29 CFR § 1977, occasions might arise when an employee is confronted with a choice between not performing assigned tasks or subjecting himself/herself to serious injury or death arising from a hazardous condition at the workplace. If the employee, with no reasonable alternative, refuses in good faith to expose himself/herself to the dangerous condition, he/she would be protected against subsequent discrimination. The condition causing the employee's apprehension of death or injury must be of such a nature that a reasonable person, under the circumstances then confronting the employee, would conclude that there is a real danger of death or serious injury and that there is insufficient time, due to the urgency of the situation, to eliminate the danger by resorting to regular statutory enforcement channels. In addition, in such circumstances, the employee, where possible, must also have sought from his Employer, and been unable to obtain, a correction of the dangerous condition.
Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion.
6.1.2. The ambient temperature shall be between 0°C and 45°C.
6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.
Conditions Precedent/Effectiveness Conditions This Amendment shall be effective upon the date of satisfaction of all of the following conditions precedent (the “Effective Date”):
(a) Agent shall have received this Amendment fully executed by the Borrowers;
(b) Agent shall have received updated schedule to the Loan Agreement, if any;
(c) Agent shall have received a Guaranty, fully executed by the New Guarantor;
(d) Agent shall have received a Pledge Agreement, fully executed by the New Guarantor;
(e) Agent shall have received a copy of the Asset Transfer Agreement;
(f) Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the board of directors or managers of New Guarantor, authorizing the execution, delivery and performance of this Amendment, the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, certified by the Secretary or an Assistant Secretary of New Guarantor;
(g) Agent shall have received a certificate of the Secretary or an Assistant Secretary of New Guarantor as to the incumbency and signature of the officers of New Guarantor executing this Amendment the Guaranty, and any related agreements, instruments, or documents to which New Guarantor is a party, together with evidence of the incumbency of such Secretary or Assistant Secretary;
(h) Agent shall have received an incumbency certificate for each Borrower identifying all authorized officers with specimen signatures, certified by the Secretary of such Borrower;
(i) Agent shall have received copies of the bylaws and memorandum of association of New Guarantor, together with a certificate of good standing or equivalent certification in the jurisdiction of formation of New Guarantor;
(j) Agent shall have received the results of UCC, tax lien, and judgment searches against New Guarantor;
(k) Agent shall have received an opinion of counsel of New Guarantor;
(l) Agent shall have received updated certificates of insurance naming New Guarantor as an additional insured with respect to liability insurance and lender loss payee with respect to property insurance;
(m) Agent shall have received reasonably satisfactory evidence that the Guarantor Restructuring shall be consummated; and
(n) No Default or Event of Default shall have occurred and be continuing under the Loan Agreement.
