Effective Date Term Termination and Disconnection 3.1 Effective Date This Agreement shall become effective upon execution by all Parties.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Business Continuity and Disaster Recovery Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.
Notification and Distribution of Materials The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Resale Shelf Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.
Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Does Vendor agree? Yes, Vendor agrees Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body.
Limitation on Liability; Termination, Release and Discharge (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.
(b) The Note Guarantee of a Subsidiary Guarantor shall terminate upon:
(1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor to a Person other than to the Issuer or a Restricted Subsidiary and as otherwise permitted by this Indenture (including pursuant to an enforcement action in accordance with the Intercreditor Agreements);
(2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;
(3) defeasance or discharge of the Notes, as provided in Articles VIII or XI;
(4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of all guarantees referred to in such clause;
(5) [reserved];
(6) the merger, amalgamation or consolidation of such Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or
(7) the achievement of Investment Grade Status pursuant to Section 3.17; provided that such Note Guarantee shall be reinstated upon the Reversion Date.
(c) The Note Guarantee of Holdings or any other direct or indirect parent of the Issuer that provides a Guarantee will terminate upon defeasance or discharge of the Notes, as provided in Article VIII and Article XI.
(d) The Trustee, upon receipt of any applicable Officer’s Certificate and Opinion of Counsel, shall promptly execute, deliver or acknowledge all documents, instruments and releases that have been requested to release such Guarantee or otherwise give effect to, evidence or confirm such release in accordance with the directions of the Issuer and/or the Guarantor, as the case may be.
PERMITTED USES AND DISCLOSURES BY CONTRACTOR Except as otherwise limited in this Schedule, Contractor may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, County as specified in the Agreement; provided that such use or disclosure would not violate the Privacy Rule if done by County.
Routing for Operator Services and Directory Assistance Traffic For a Verizon Telecommunications Service dial tone line purchased by CBB for resale pursuant to the Resale Attachment, upon request by CBB, Verizon will establish an arrangement that will permit CBB to route the CBB Customer’s calls for operator and directory assistance services to a provider of operator and directory assistance services selected by CBB. Verizon will provide this routing arrangement in accordance with, but only to the extent required by, Applicable Law. Verizon will provide this routing arrangement pursuant to an appropriate written request submitted by CBB and a mutually agreed-upon schedule. This routing arrangement will be implemented at CBB's expense, with charges determined on an individual case basis. In addition to charges for initially establishing the routing arrangement, CBB will be responsible for ongoing monthly and/or usage charges for the routing arrangement. CBB shall arrange, at its own expense, the trunking and other facilities required to transport traffic to CBB’s selected provider of operator and directory assistance services.
Removal of Improvements Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value.
DISCHARGE, SUSPENSION AND DISCIPLINE 10:01 A claim by an employee who has completed probation that he or she has been unjustly discharged shall be treated as a grievance if a written statement of such discharge is lodged by the employee with the Administrator or designate within five (5) days after the employee has received his/her discharge notice. Such grievance will be taken up by the Union at a special meeting with the Administrator.
10:02 It is agreed that the Chairperson of the Union Committee will be notified immediately on the dismissal of an employee in the bargaining unit. Should the Chairperson not be available at the time, a copy of the letter or notice shall be given to a Committeeperson who is available.
10:03 In the event the Employer initiates a disciplinary action against an employee that results in the suspension or discharge of the employee, the following procedure shall be followed:
(a) The employee shall be notified in writing, of the action and/or penalty with a copy given to the Chairperson, if the penalty is a suspension. If the penalty is discharge then only the Union (President or his/her designate) need be notified in addition to the employee.
(b) In the event the Employer is dissatisfied with the work of an employee and correction discussion has not resolved the problem, the Employer shall notify the employee in writing of the dissatisfaction concerning his/her work within five (5) working days when becoming aware of the incident giving rise to the complaint. This notice shall include particulars of the work performance which led to the complaint.
(c) The letter or form given to the employee shall state the complaint or appraisal of results and contain on the bottom thereof a statement to the effect that the employee acknowledges having read the letter or form acknowledging receipt of a copy of the same, and a place for the employee to sign. The employee shall sign the letter or form and a copy shall be given to her. Prior to signing, the employee shall have the opportunity to write her comments.
(d) The employee has the right to Union Representation in any proceedings under (a), (b) or (c) above.
10:04 Such grievance shall proceed directly to Step 2 of the grievance procedure and must be presented in writing, dated, and signed within five (5) working days after notice of the discharge was given.
10:05 Only those disciplinary notices that result in a suspension will remain on an employees personnel file for a period of fifteen (15) months. All other disciplinary notices, warnings or statements will be removed and given to the employee after a period of twelve (12) months from the date of the infraction.
10:06 An employee shall, upon written request, be granted the opportunity to view his/her personnel file. It is understood that such request will be granted within seven (7) days or at a time mutually agreed to by the parties. The employee may have a Committeeperson present while viewing their file, if requested.
10:07 The Union Chairperson or a Committeeperson will be present during all warnings, or counselling sessions regarding disciplinary actions of a seniority employee. When an employee is called to an interview and the subject of the interview is discipline, the employee will be so informed by the Employer’s representative when given notice of the interview, and will be advised to have her Union representative present. The interview will not begin or proceed without Union representation. A copy of any warning to be placed in an employee’s file must be copied to the Union Chairperson. Discipline is defined as a written warning, reprimand, suspension, dismissal or other disciplinary action to an employee.
