Ressorts SPEC Condition Clause Samples

Ressorts SPEC Condition. ▇▇▇▇▇▇ Group France SAS shall have transferred the entire registered share capital of Ressorts SPEC SAS to a Retained Company. 1 At Completion, the Seller shall deliver to the Buyer or procure that there is delivered to the Buyer: 1.1 duly executed transfers of the Target Company Shares in favour of the Buyer or its nominees together with the relevant share certificate, if issued, (or an indemnity, in the usual form, in lieu of any issued and misplaced share certificate); 1.2 where stamping and registration of any transfer of Target Company Shares is required, powers of attorney in the agreed form empowering the Buyer or its nominees to exercise each Share Seller’s rights as a shareholder in the relevant Target Company pending such necessary stamping and registration; 1.3 where stamping and registration of the relevant transfer of Target Company Shares is not required, the share register of the relevant Target Company with the Buyer entered as owner of the Shares; 1.4 the share certificates representing the shares held by the relevant Target Company in the each Target Subsidiary (or an indemnity, in the usual form, in lieu of any issued and misplaced share certificate); 1.5 written resignations, in the agreed form, from each board director (other than any director appointed by employees) or president of each Target Company and Target Subsidiary, including, in each case, a confirmation from each such person that he has no claim against the Target Company or the Target Subsidiary (as the case may be) resulting from his position as board director or deputy board director or otherwise (other than any accrued right to salary, fees, disbursements or similar compensation for services rendered); 1.6 an executed counterpart of each Transaction Document (other than this Agreement and the assignation of the tenant’s interest in the Scottish Leased Property); 1.7 a copy of each power of attorney under which each of the Transaction Documents has been executed; 1.8 to the extent that such statutory books are not at the registered office of the relevant Target Entity, the statutory books of each Target Entity (including its certificate of incorporation and any certificate of incorporation on change of name) completed up to (but not reflecting) Completion; 1.9 the appropriate forms to amend the existing bank mandates and singing authorities of the bank accounts of each Target Entity after Completion; 1.10 a copy of the resignation, subject to Completion, of the auditors o...
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Related to Ressorts SPEC Condition

  • ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:

  • – OTHER SPECIAL CONDITIONS ARTICLE I.9.1 INAPPLICABILITY OF THE NO-PROFIT PRINCIPLE

  • Minimum Condition and Warranty Requirements for TIPS Sales All goods quoted or sold through a TIPS Sale shall be new unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard warranty unless otherwise agreed to in the Supplemental Agreement.

  • Adverse Weather Conditions Except in emergency conditions, the Employer shall not require an employee to work outside under extreme weather conditions.

  • 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.