Business Locations Set forth on Schedule 6.20(a) is a list of all Real Properties located in the United States that are owned or leased by the Loan Parties as of the Closing Date. Set forth on Schedule 6.20(b) is a list of all locations where any tangible personal property of a Loan Party is located as of the Closing Date. Set forth on Schedule 6.20(c) is the chief executive office, jurisdiction of incorporation or formation and principal place of business of each Loan Party as of the Closing Date.
Promotional Activities 19 At the request of North Sound BH-ASO, Provider shall display promotional materials in its 20 offices and facilities as practical, in accordance with applicable law and cooperate with and 21 participate in all reasonable marketing efforts. Provider shall not use any North Sound BH- 22 ASO name in any advertising or promotional materials without the prior written permission of 23 North Sound BH-ASO.
MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.
Related Entities If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.
Professional Activities The Superintendent/Principal shall be encouraged to attend appropriate professional meetings at the local, state, and national levels. Within budget constraints, such costs of attendance shall be paid by the Board. The Superintendent/Principal’s attendance at professional meetings at the national level must have prior approval of the Board.
Outside Professional Activities 27.01 Outside professional activities conducted with professional and academic responsibility can enhance the reputation of the University and the abilities of its academic staff and librarians. This article applies only to outside professional activities that involve the application of special skills and knowledge within the member’s particular professional expertise. While a member has a primary obligation to fulfil their University responsibilities, they have the right to engage in outside professional activities subject to the following conditions:
27.01.01 A member shall notify the Xxxx/University Librarian in writing of the type, time commitment, and location of any such proposed professional activity. If the proposed activity involves the teaching at another educational institution of a course related to the faculty member's professional expertise, the faculty member shall obtain the prior written permission of the Xxxx/University Librarian, and such permission shall not be unreasonably withheld;
27.01.02 Such activities shall not require the commitment of a block of time on a regular basis which might interfere with the faculty member's normal timetable for teaching activities or a librarian's performance of normal professional responsibilities. For faculty, such activities shall not require the member to devote more than an average of one working day per five-day week on an annual basis. For librarian members, such activities shall not require the member to devote more than 20 working days per calendar year.
27.01.03 Such activities shall not hinder the fulfilment of the member's obligations to the University;
27.01.04 The name of the University and University letterhead shall not be used in such activities unless agreed to in advance by the President, although nothing shall prevent a member from stating the nature and place of employment, rank, and title in connection with such professional activities, provided that they shall not purport to represent the University or to speak for it, or to have its approval, unless such approval has been given in advance in writing by the Xxxx/University Librarian;
27.01.05 Use of University facilities, equipment, supplies, services or other personnel shall require prior written authorization from the member's Xxxx/University Librarian or from the appropriate administrative officer. Financial arrangements for such use shall be made in advance. University activities shall have priority in the use of such facilities, equipment, supplies, services and personnel;
27.01.06 A member engaged in outside professional activities shall hold the University harmless against any loss or damage that the University may suffer from such activities; and,
27.01.07 In preparing their Annual Report, each member shall include a statement of their outside professional activities in the previous year.
27.02 If the Xxxx/University Librarian has cause for concern, the Xxxx/University Librarian has the right to review a member's current or proposed outside professional activities and may require the member to provide information concerning the time devoted to current and past outside professional activities. The Xxxx/University Librarian shall inform the member in writing of the results of the review and, if necessary, of any corrective action which might be required of the member.
RELATIONSHIP WITH DIRECTORS Directors, officers and employees of the Advisor or an Affiliate of the Advisor may serve as Directors, officers or employees of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director shall receive any compensation from the Company for serving as a Director other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board.
Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec:
(a) amend its Charter Documents or bylaws (or similar organizational documents);
(b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule;
(c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities;
(d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries;
(i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees;
(f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business;
(g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization;
(h) change any material accounting or Tax procedure or practice;
(i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission;
(j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or
(k) commit or agree to do any of the foregoing.
Nature of the Relationship Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as, professional advice.
