Background and Security Investigations 7.5.1 Each of Contractor’s staff performing services under this Contract, who is in a designated sensitive position, as determined by County in County's sole discretion, shall undergo and pass a background investigation to the satisfaction of County as a condition of beginning and continuing to perform services under this Contract. Such background investigation must be obtained through fingerprints submitted to the California Department of Justice to include State, local, and federal-level review, which may include, but shall not be limited to, criminal conviction information. The fees associated with the background investigation shall be at the expense of the Contractor, regardless of whether the member of Contractor’s staff passes or fails the background investigation. If a member of Contractor’s staff does not pass the background investigation, County may request that the member of Contractor’s staff be removed immediately from performing services under the Contract. Contractor shall comply with County’s request at any time during the term of the Contract. County will not provide to Contractor or to Contractor’s staff any information obtained through the County’s background investigation.
7.5.2 County, in its sole discretion, may immediately deny or terminate facility access to any member of Contractor’s staff that does not pass such investigation to the satisfaction of the County or whose background or conduct is incompatible with County facility access.
7.5.3 Disqualification of any member of Contractor’s staff pursuant to this Paragraph 7.5 shall not relieve Contractor of its obligation to complete all work in accordance with the terms and conditions of this Contract.
Priority In any public offering of equity securities of the Issuer (including pursuant to Article IV or Article V), if any Managing Underwriter determines in good faith that the registration of all or part of such securities requested to be included would have a material and adverse effect on the success of such offering, then the securities to be included in such offering shall be reduced by the Managing Underwriter as follows:
(a) with respect to any Registration,
(i) first, from any Issuer Securities or other securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the common equity of the Issuer) for the account of the Issuer and any Person other than the Stockholder proposed to be included in such offering, until such Issuer Securities have, if necessary, been reduced to zero; and
(ii) second, subject to clause (c) below, from any Registrable Securities held by the Stockholder;
(b) with respect to any other public offering,
(i) first, from any Registrable Securities held by the Stockholder to be included in such offering, until such Registrable Securities have, if necessary, been reduced to zero; and
(ii) second, from any Issuer Securities or other securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the common equity of the Issuer) for the account of the Issuer and any stockholder of the Issuer other than the Stockholder proposed to be included in such offering. Notwithstanding the foregoing, no reduction pursuant to this Section 6.9 shall be made in the number of Initial Registrable Securities required to be included in the Initial Registration or the Initial Sale pursuant to Sections 2.1 and 4.1 unless one or more holders of Issuer Securities other than the Stockholder and the Issuer are participating in the Initial Registration or the Initial Sale, in which case such reduction shall be made pro rata (unless the stockholders participating in the offering agree otherwise, subject to the proviso below) as to all securities (other than debt securities, or non-participating preferred equity securities, not exchangeable for or convertible into or otherwise linked to the common equity of the Issuer) proposed to be included in such offering; provided, however, that in all events, following any such reductions, such offering shall include a number of shares of Class A Common Stock equal to or greater than the Initial Number of Shares. If the number of shares of Class A Common Stock sold by the Stockholder and the other selling stockholders in such offering equals or exceeds the Initial Number of Shares, the Stockholder shall be deemed to have satisfied its obligations under Section 2.1(b)(ii).
Safeguarding and Protecting Children and Vulnerable Adults The Supplier will comply with all applicable legislation and codes of practice, including, where applicable, all legislation and statutory guidance relevant to the safeguarding and protection of children and vulnerable adults and with the British Council’s Child Protection Policy, as notified to the Supplier and amended from time to time, which the Supplier acknowledges may include submitting to a check by the UK Disclosure & Barring Service (DBS) or the equivalent local service; in addition, the Supplier will ensure that, where it engages any other party to supply any of the Services under this Agreement, that that party will also comply with the same requirements as if they were a party to this Agreement.
Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.
Security Interest This Assignment constitutes either (i) a valid ----------------- transfer and assignment to the Trust of all right, title and interest of the Seller in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC as in effect in the State of New York) of such Receivables and Insurance Proceeds and Recoveries relating thereto, and such Receivables and any proceeds thereof and Recoveries allocable to the Trust and the Interchange relating to such Receivables pursuant to Section 2.5(k) of the Agreement will be held by the Trust free and clear of any Lien of any Person claiming through or under Seller or any of its Affiliates except for (x) Liens permitted under subsection 2.3(b) of the Pooling and Servicing Agreement and subject to Section 9.306 of the UCC in effect in the State of New York, (y) the interest of the Holder of the Seller Certificate and (z) the Seller's right to interest accruing on, and investment earnings in respect of, the Collection Account, the Retention Account or any Series Account as provided in the Pooling and Servicing Agreement; or (ii) it constitutes a grant of a security interest (as defined in the UCC as in effect in the State of New York) in such property to the Trust, which is enforceable with respect to the existing Receivables of the [Additional Accounts] [Automatic Additional Accounts] designated hereby, the proceeds (as defined in the UCC as in effect in the State of New York) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC as in effect in the State of New York) thereof, Recoveries allocable to the Trust and Interchange with respect to such Receivables pursuant to subsection 2.5(k) of the Pooling and Servicing Agreement upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of a financing statement described in Section 4 of this Assignment with respect to the Additional Accounts designated hereby and, in the case of Receivables hereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the State of New York) thereof, Insurance Proceeds relating to such Receivables, Recoveries allocable to the Trust and Interchange with respect to such Receivables pursuant to subsection 2.5(k) of the Pooling and Servicing Agreement, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement or as provided in Section 9-306 of the UCC as in effect in the State of Connecticut or New York, whichever is applicable.
