RESTRICTION OF DISTRICT NEGOTIATIONS AND AGREEMENTS Sample Clauses

RESTRICTION OF DISTRICT NEGOTIATIONS AND AGREEMENTS. The District shall conduct no negotiations nor enter into any agreement with any other organization on matters concerning the rights of bargaining unit employees and/or CSEA. A. The employer will allow necessary time off from work with pay (lost time) for members of the CSEA Bargaining Committee, not to exceed six (6) current CSEA employees when they are functioning as negotiators for CSEA in meetings with the employer. B. Members of CSEA Bargaining Committee will provide advance notice to their supervisor when required to be absent from work for the above purpose. C. The District shall allow, without penalty, unit members to attend any Association-conducted meeting called for the purpose of considering the ratification of a proposed collective bargaining agreement after 5 p.m., not to exceed 2 hours including travel.
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Related to RESTRICTION OF DISTRICT NEGOTIATIONS AND AGREEMENTS

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

  • Compliance with Laws and Agreements; No Default Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirements of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Representations and Covenants of Underwriters 4.1 The Underwriters shall offer the Offered Securities for sale to the public, directly and through the Selling Dealer Group only in compliance with applicable Securities Legislation and upon the terms and conditions set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment and U.S. Prospectus Amendment and this Agreement. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution (i) in any Qualifying Province where a Preliminary MRRS Decision Document, an Amended and Restated MRRS Decision Document and Final MRRS Decision Document has been obtained from the applicable Securities Commission; and (ii) in the United States, unless, in each case, the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission or the SEC. The Underwriters shall use all reasonable efforts to complete and to cause the Selling Dealer Group to complete the distribution of the Offered Securities as soon as possible after the Offering Closing Time, subject to the termination provisions contained herein. 4.2 Except in the Qualifying Provinces and the United States, the Underwriters will not, directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment or U.S. Prospectus Amendment so as to require registration of the Offered Securities or filing of a prospectus with respect to the Offered Securities under the laws of any jurisdiction, and the Underwriters will require each Selling Dealer Group member to agree to the same. 4.3 The Underwriters shall not make any representations or warranties with respect to the Corporation, the Offered Securities other than as set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus and any Prospectus Amendment and U.S. Prospectus Amendment. 4.4 The Underwriters will complete and will use their reasonable efforts to cause members of the Selling Dealer Group to complete the distribution of the Offered Securities promptly after the Offering Closing and, with respect to the exercise of the over-allotment option, the Additional Offering Closing Time. 4.5 No Underwriter shall be liable under this paragraph 4 with respect to a default by any of the other Underwriters or by any member of the Selling Dealer Group not appointed by any of the other Underwriters.

  • Effectiveness of Representations, Warranties and Agreements (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement. (b) The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Article VIII, except that the agreements set forth in Articles I, II and IX, and Section 6.3 shall survive the Effective Time and those set forth in Sections 6.1(a), 8.2 and 8.5, and Article IX shall survive termination.

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