Related Provisions. The following terms, conditions and definitions shall apply to the termination of Executive:
Related Provisions. (i) Notwithstanding anything to the contrary in this Agreement, no Transfers shall be permitted by either Harbinger or Pinnacle (A) if such Transfer would violate any Applicable Law or involve a Transfer to a Non-Qualified Person, (B) without the prior written consent of the Board and the Majority Party, if such Transfer would impair a material license or regulatory approval of the Company (or any of its Subsidiaries) or cause a change of control of any such license without the Company having received all required approvals of Governmental Authorities and other required approvals, or (C) without the prior written consent of the Board (which shall not be unreasonably withheld) if such Transfer would cause the Company or its Subsidiaries to be subject to the reporting requirements of the Exchange Act.
(ii) Any transferee or Entity Affiliate of Harbinger or Pinnacle, as applicable, that after the date of this Agreement acquires any Securities in a Transfer or other acquisition in accordance with the terms and conditions of this Agreement shall, as a condition precedent to effectiveness of the Transfer or other acquisition of such Securities, (A) become a party to this Agreement by completing and executing a counterpart signature page or joinder to this Agreement in a form reasonably satisfactory to the Company and the Majority Party, (B) assume the rights and obligations under this Agreement of the transferor of such Securities as they relate to such transferred Securities (including without limitation the transfer restrictions set forth in Article 3 and the preemptive rights set forth in Article 4), (C) execute all such other agreements or documents as may reasonably be requested by the Company and the Majority Party, (D) obtain all regulatory approvals needed in connection with such Transfer or acquisition, (E) deliver such signature page and, if applicable, other agreements and documents to the Company, and (F) to the extent the Transfer and/or other acquisition of Securities by such transferee or Entity Affiliate results in such transferee or Entity Affiliate, together with its Entity Affiliates, owning at least fifty percent (50%) of the Equity Voting Power, reaffirm in writing the effectiveness of the Pinnacle Management Agreement in accordance with its terms. Such Person shall, upon satisfaction of such conditions and its acquisition of such Securities in compliance with this Agreement, be a party to this Agreement for all purposes hereunder.
(iii) Any...
Related Provisions. The Executive agrees that the rights of the Company and the Bank provided in Section 9 of this Agreement are special, unique and of extraordinary character and that the Bank and the Company would be without an adequate remedy at law if the Executive violated any of the covenants set forth above. Accordingly, the Executive agrees that the Bank and the Company shall be entitled to injunctive relief to enforce such covenants. It is also agreed that each of the covenants set forth in Section 9 of this Agreement is an agreement independent of any other provisions in this Agreement, and that if any such covenant is held invalid, void or unenforceable, such invalidity, voidness or unenforceability shall not render any other provision of this Agreement unenforceable. It is the parties’ intent that any covenant held overbroad by any court be enforced to the maximum extent deemed reasonable by that court. The parties also agree that in the event of breach of one of the covenants in this Section 9 by the Executive, the time period associated with the breached covenant shall be extended by the length of time during which the Executive is acting in breach of the covenant. The existence of any claim of the Executive against the Company or the Bank, whether based on this Agreement otherwise, shall not constitute a defense to the enforcement by the Company or the Bank of the Section 9 covenants.
Related Provisions. (i) Tenant covenants and agrees to pay a late charge for any payment of Rent not received by Landlord on or before the tenth (10th) day of each month and for any other payment, such as Other Rent, not received by Landlord on or before the date when same is due. Said late charge shall be computed from the first day of the month in the case of Rent and from the date when same is due in the case of Other Rent. The amount of the late charge shall be an amount equal to the interest accruing on the sum(s) outstanding, with such interest commencing on the dates aforesaid, ending on the date of receipt of the sum(s) by Landlord and having a rate equal to eighteen percent (18%) per annum. In the event any late charge is due to Landlord, Landlord shall advise Tenant in writing and Tenant shall pay said late charge to Landlord along with and in addition to the next payment of Rent.
(ii) Landlord shall notify Tenant in writing of any and all adjustments to Base Rent. In addition to Base Rent and Additional Rent, Tenant shall and hereby agrees to pay to Landlord each month a sum equal to any sales tax, tax on rentals and any other similar charges now existing or hereafter imposed, based upon the privilege of leasing the space leased hereunder or based upon the amount of rent collected therefor.
(iii) If Tenant's possession of the Premises commences on any day other than the first day of the month, Tenant shall occupy the Premises under the terms of this Lease and the pro rata portion of the Rent shall be paid by Tenant; provided, however, that in such an event the Lease Commencement Date, for the purposes of this Lease, shall be deemed to be the first day of the month immediately following the month in which possession is given.
(iv) Additional Rent for the final months of this Lease is due and payable even though it may not be calculated until subsequent to the Expiration Date of the Lease. Tenant expressly agrees that Landlord, at Landlord's sole discretion, may apply the Security Deposit, as hereafter defined, in full or partial satisfaction of any Additional Rent due for the final months of this Lease. If said Security Deposit is greater than the amount of any such Additional Rent and there are no other sums or amounts owed Landlord by Tenant by reason of any other terms, provisions, covenants or conditions of this Lease, then Landlord shall refund the balance of said Security Deposit to Tenant as provided herein. Nothing herein contained shall be construed to reli...
Related Provisions.
Subdivision 1 - Representation: Paraprofessionals shall have the right of Association representation at each step of the grievance procedure and shall be required to be present at Step
Related Provisions. The Executive agrees that the rights of the Company provided by Section 10 of this Agreement are special, unique and of extraordinary character and that the Company will be without an adequate remedy at law if the Executive violates any of those covenants. Accordingly, the Executive agrees that the Company shall be entitled to injunctive relief to enforce such covenants. It is also agreed that each of the covenants set forth in Section 10 of this Agreement is an agreement independent of any other provisions in this Agreement, and that if any such covenant is held invalid, void or unenforceable, such invalidity, voidness or unenforceability shall not render any other provision of this Agreement unenforceable. It is the parties’ intent that any covenant held overbroad by any court be enforced to the maximum extent deemed reasonable by that court. The parties also agree that in the event of breach of one of the covenants in Section 10 by the Executive, the time period associated with the breached covenant shall be extended by the length of time during which the Executive is acting in breach of the covenant. The existence of any claim of the Executive against the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the Section 10 covenants.
Related Provisions. (a) LICENSEE may exercise any rights afforded to it in this Article 5, and satisfy its obligations under this Article 5, directly or by and through any Affiliate or Sublicensee so designated by LICENSEE for such purpose. Any agreement made by LICENSEE or its designee for purposes of settling litigation or other dispute shall comply with the requirements of Paragraph 2.2 (Sublicenses) of this Agreement.
(b) Each party will cooperate with the other in litigation proceedings instituted or defended hereunder but at the expense of the party who initiated or is defending the suit (unless such suit is being jointly prosecuted by the parties) including providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours.
(c) Any litigation proceedings will be controlled by the party bringing the suit, except that UNIVERSITY may be represented by counsel of its choice at its cost and expense in any suit brought by LICENSEE.
Related Provisions. 3.01 Upon the release and delivery of any amount of the Escrowed Property to any party pursuant to this Escrow Agreement, the Escrow Agent shall also release and deliver to such party the pro rata portion of the interest, other income or property so released, up to the date of such release and delivery, attributable to such amount of the Escrowed Property being so released and delivered.
3.02 In connection with the delivery of written notices to the Escrow Agent by Allegro, the Stockholders' Representative, or both such parties, each such written notice shall be signed by an officer of Allegro or the Stockholders' Representative, or both, as appropriate, and shall accurately set forth in each case:
(a) the total amount that the Escrow Agent is thereby directed to distribute out of the Escrowed Property;
(b) the party to whom, or the fund to which, the Escrow Agent is thereby directed to distribute such amount; and
(c) the date upon which the Escrow Agent is directed to distribute such amount; and such officer of Allegro or the Stockholders' Representative, or both, as the case may be, shall certify as to the compliance with such notice and the contents thereof. The Escrow Agent may rely fully on the provisions set forth in any such written notice which on its face complies with the provisions of Article II and this Section 3.02.
Related Provisions. Subdivision 1 – Representation - Employees shall have the right of Union representation of each step of the grievance procedure and shall be required to be present at Step 3. Nothing in this part shall be construed to prevent any employee from presenting at any time, his own grievance, in person or by legal counsel, and having such grievances adjusted without the intervention of the Union, if the adjustment is not inconsistent with the terms of the Agreement and if the Union has been given reasonable opportunity to be present at any meeting called for the resolution of such grievances. A grievant may discuss, but not be required to, discuss their grievance without their chosen representative being present. A grievance shall not be represented by any person who might be required to take action, or against whom action might be taken in order to adjust the grievance, or by a representative of any other employee organization.
Related Provisions. The Executive agrees that the rights of the Company, the Affiliated Companies, and their successors and assigns provided in Section 2 of this Agreement are special, unique and of extraordinary character and that they would be without an adequate remedy at law if the Executive violated any of the covenants set forth above. Accordingly, the Executive agrees that the Company or any of the Affiliated Companies or any of their successors or assigns would be entitled to injunctive relief to enforce such covenants. It is also agreed that each of the covenants set forth in Section 2 of this Agreement is an agreement independent of any other provisions in this Agreement, and that if any such covenant is held invalid, void or unenforceable, such invalidity, voidness or unenforceability shall not render any other provision of this Agreement unenforceable. It is the parties’ intent that any covenant held overbroad by any court be enforced to the maximum extent deemed reasonable by that court. The parties also agree that in the event of breach of one of the covenants in this Section 2 by the Executive, any injunction may be extended by the length of time during which the Executive is acting in breach of the covenant. The existence of any claim of the Executive against the Company or the Affiliated Companies, or their successors or assigns, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or the Affiliated Companies, or by their successors or assigns, of the Section 2 covenants.
