Limited Partners Rights to Transfer (a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations. (i) If a Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of his or its interest in the Partnership. (ii) The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. (c) The General Partner may prohibit any Transfer by a Limited Partner of its Partnership Units if it reasonably believes (based on the advice of counsel) such Transfer would require filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Units. (d) No Transfer by a Limited Partner of its Partnership Units may be made to any Person if (i) it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; (ii) it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code); (iv) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101; (v) such Transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (vi) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such Transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or (vii) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. (e) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (f) Any Transfer in contravention of any of the provisions of this Section 11.3 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
Residual Rights Licensee may, subject to Oracle's copyrights or patent rights, use any information retained in the unaided memory of its employees and other agents after accessing the TCK.
Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.
Environmental Tobacco Smoke Public Law 103-227 (also known as the Pro-Children Act of 1994) and Vermont’s Act 135 (2014) (An act relating to smoking in lodging establishments, hospitals, and child care facilities, and on State lands) restrict the use of tobacco products in certain settings. Party shall ensure that no person is permitted: (i) to use tobacco products or tobacco substitutes as defined in 7 V.S.A. § 1001 on the premises, both indoor and outdoor, of any licensed child care center or afterschool program at any time; (ii) to use tobacco products or tobacco substitutes on the premises, both indoor and in any outdoor area designated for child care, health or day care services, kindergarten, pre-kindergarten, elementary, or secondary education or library services; and (iii) to use tobacco products or tobacco substitutes on the premises of a licensed or registered family child care home while children are present and in care. Party will refrain from promoting the use of tobacco products for all clients and from making tobacco products available to minors. Failure to comply with the provisions of the federal law may result in the imposition of a civil monetary penalty of up to $1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity. The federal Pro-Children Act of 1994, however, does not apply to portions of facilities used for inpatient drug or alcohol treatment; service providers whose sole source of applicable federal funds is Medicare or Medicaid; or facilities where Women, Infants, & Children (WIC) coupons are redeemed.
FEDERATION RIGHTS Section 1. Upon written request, the Employer shall make available one copy of all public information relevant to negotiations or necessary for the proper enforcement of this Agreement, providing such information is readily available and accessible. The Employer may charge reasonable and customary fees for substantial amounts of services. Section 2. The internal business of the Federation shall normally be conducted by employees during their non-duty hours. However, selected and designated Federation officers or appointees shall be allowed a reasonable amount of paid time to investigate and process grievance and arbitration matters. Section 3. The Federation's staff will be allowed to visit work areas during working hours provided that advance permission is received and that the visit shall not unduly disrupt work in progress. Section 4. Whenever members of the bargaining unit are scheduled by the Employer to participate during working hours in conferences or meetings, they shall be granted the necessary release time. Section 5. The Employer shall ensure reasonable access to the Federation an up-to-date policy manual of its rules, regulations, and policies on employment related matters. The Federation shall be notified of any proposed changes or additions to personnel rules, regulations and policies issued by the Department of Administration and the Department of Public Health & Human Services sufficiently in advance to allow discussion and comment by the Federation. Section 6. The Employer, within 30 days of the signing of this Agreement, shall present the Federation with a list of the names and addresses of all current employees covered by this Agreement, and shall update such list each month for all new hires. Section 7. Federation representatives shall have the right to inspect an employee's personnel file with a specific authorization in writing by the employee. Federation representatives may obtain a copy of a document related to a formal grievance provided specific authorization is obtained in writing from the employee. Section 8. The Federation shall have the right to adequate space on bulletin boards for posting notices and shall have access, subject to availability, to a meeting room on the Employer's premises. Section 9. The Employer agrees to provide notice to the Federation of any suspension or discharge of any member of the bargaining unit. Section 10. The Employer agrees to provide 20 working days advance notice to the Federation of any employee layoff, along with an opportunity to comment on the layoff. Section 11. The Employer shall allow a maximum of 18 employees release time for Federation members to attend the MFPE Annual Conference with prior management approval for time off. Section 12. The Federation shall be granted the opportunity to provide membership information to union represented positions during new employee orientation or the onboarding process.
Pollution Control The Employer and the Union agree to limit all forms of environmental pollution.
SCHOOL DISTRICT RIGHTS Section 1. Inherent Managerial Rights 2 Section 2. Management Responsibilities 2 Section 3. Effect of Laws, Rules and Regulations 2 Section 4. Reservation of Managerial Rights 2
Health, Safety and Security 14.1 The Employer recognizes a responsibility to provide an environment intended to protect the health, safety and security of Members as they carry out their responsibilities. To that end, the Employer agrees: (a) to maintain a Joint Health and Safety Committee (the JHSC) with broad representation drawn from all sectors of the University, including at least one (1) person appointed by the Association; (b) to cooperate with the Association in making every reasonable provision for the safety, health and security of Members; (c) to take reasonable measures to maintain the security of the buildings and grounds while at the same time maintaining reasonable access for Members who have a need for such access at times other than during regular working hours; (d) to ensure that the Association has the right to appoint at least one (1) person to any representative committee whose terms of reference specifically include the health, safety or security of Members as they carry out their responsibilities; (e) to comply with the Occupational Health and Safety Act, R.S.O. 1990, and relevant regulations thereto, as amended from time to time (the “Act”); (f) that Members may refuse unsafe work pursuant to and in accordance with the relevant provisions of the Act for so doing; (g) that Members report any known or potential dangers to their Xxxx; (h) In addition, the Employer agrees: i) to provide Members with health and safety training, personal protective equipment, and access to health and safety programs, policies and procedures; ii) to provide resources for the JHSC; iii) to compensate a CASBU Member who is eligible to be, and serves as, the person appointed by the Association to the JHSC when that service is outside the period of the Member’s contract; iv) to provide training for the person appointed by the Association to the JHSC directly related to their duties and responsibilities in connection with the JHSC; v) to recognize a JHSC Member’s right to be present during workplace safety testing and audits and receive written copies of any reports and recommendations from the testing/audits and a copy of a draft report if one is provided to the Employer; vi) to recognize a JHSC Member’s right to have advance notice when advance notice is given by the Ministry of Labour of any Ministry of Labour inspection and to accompany a Ministry of Labour Inspector during an inspection and receive a copy of any report produced by the inspector. 14.2 The parties agree that all personal communications must adhere to the Personal Harassment and Discrimination Policy and the Nipissing University Acceptable Use Policy. Effective June 10, 2006, universities are subject to the Freedom of Information and Protection of Privacy Act (FIPPA). All records in the custody and control of the University will be subject to FIPPA with exceptions as defined by the Act. Persons may request and have a right to access University information or records. A record is defined under the Act as any record of information however recorded, whether in printed or electronic form, film, or otherwise and includes drafts, post-it notes, margin notes, hard drive files, emails, voice mails, electronic agendas, address books, and recording devices. 14.3 Unless required under FIPPA, and for the purposes of this Article, files are documents under a Member’s control and stored on University property, either in paper or electronic form. Such files do not include the Member’s official file in the Xxxx’x office nor the Personnel File of the Member in the Human Resources office. 14.4 On termination of a Member’s employment for any reason other than cause, the Employer will permit, by appointment only, accompanied access for a period of fifteen (15) working days (or longer with the agreement of the Xxxx) by the former Member or the Member’s executors to the Member’s files, whether in paper or electronic format. The purpose of the allowed access is for transferring required documents to other faculty, the Chair, or the Xxxx. Where files are not required to support continued student academic needs or ongoing operational requirements, the former Member or designate may remove or destroy their personal files. Items that are clearly of a personal nature or are owned by the former Member such as furniture, pictures, books, etc., may be removed at this time.
Federal Water Pollution Control Act The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT (a) If the Sub-Recipient, with the funds authorized by this Agreement, enters into a contract that exceeds $150,000, then any such contract must include the following provision: Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387), and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA).
