Specific Events. The following specific events will affect the rights and obligations of the parties in the event of Florsheim’s leaving the employ of the Company as set forth at Sections 3(c) and 5.
(a) The replacement of two or more of the existing members of the Company’s Board of Directors by persons not nominated by the Board of Directors; or
(b) Any amendment to Section 2 of Article III of the Company’s By-Laws to enlarge the number of directors of the Company if the change was not supported by the existing Board of Directors; or
(c) Any change in Florsheim’s duties or powers such that his duties or powers, as changed, would be of a nature substantially inconsistent with those he has rendered in the past and is currently rendering to the Company as its chief executive officer; or
(d) A successful tender offer for 15% or more of the shares or merger or consolidation or transfer of assets of the Company; or
(e) A change in control of more than 15% of the shares in the Company, such that Florsheim decides in good faith that he can no longer effectively discharge his duties.
Specific Events. During the Duration of the Agreement, in cases of the occurrence or existence of any of the following events, the Facility Agent or the Lenders may, at any time, deem such Event of Default in accordance with Paragraph 2 of this Article:
Specific Events. Since the Statement Date, except as set forth in the Financial Statements or in Section 3.20 of the Disclosure Schedule, no member of the Company Group has (a) declared, paid or committed to pay any dividends or authorized, made or committed to make any distribution upon or with respect to any of its securities, (b) incurred or committed to incur any indebtedness for money borrowed in excess of US$20,000 individually or US$50,000 in the aggregate that is currently outstanding, (c) made or committed to make any loans or advances to any individual, other than ordinary advances for travel or other bona fide business-related expenses, or (d) waived or committed to waive any material right of value.
Specific Events. Upon the occurrence of one of the following specific events—
(a) a significant change in the nature of the business (or segment thereof) in which the Participating Employee earns tips (e.g., Employer converts upscale restaurant into coffee shop),
(b) a decrease of 20 percent or more in the Employer’s gross monthly revenue as compared to the same month of the previous year, or
(c) a drop below 50 percent in the participation rate of any Occupational Category as of the participation measurement date, the Employer may request that the Service agree to a modification in the relevant Tip Rate of an affected Participating Employee within an Occupational Category (e.g., an outlet or shift) that is appropriate in amount and duration, which consent shall not be un- reasonably withheld. The process established in this paragraph B.(3) for the revision of a Tip Rate upon the occurrence of specific events in no way limits the circumstances that may give rise to a request for revision of a Tip Rate under the mutual agreement process described in paragraph B.(2) of this section.
Specific Events. Since the Statement Date, except as set forth in the Financial Statements or in Section 3.25 of the Disclosure Schedule, neither of the Company nor any of the Group Companies has (a) declared, paid or committed to pay any dividends or authorized, made or committed to make any distribution upon or with respect to any of its securities, (b) incurred or committed to incur any indebtedness for money borrowed in excess of US$25,000 individually or US$100,000 in the aggregate that is currently outstanding, (c) made or committed to make any loans or advances to any individual, other than ordinary advances for travel or other bona fide business-related expenses or (d) waived or committed to waive any material right of value.
Specific Events. Notwithstanding anything to the contrary contained herein, Client hereby agrees to assume the entire responsibility and liability for, and agrees to release, defend, indemnify and hold Provider harmless from and against all claims, liabilities, damages and losses for and arising out of the following specified types of claims, losses or events:
(a) Loss or liability for damages or an expense arising from property injury that results from loss or damage to any well, reservoir or underground damage, including loss of oil, gas, other mineral substance, or water or the wellbore itself; or
(b) Loss or liability for damages or any expense arising from cost of control of wild well and the removal of debris, underground or above the surface. This obligation under 7.5 to indemnify, defend and release applies regardless of whether or not the claim or loss is occasioned by or results from the actual or alleged negligence of Provider or any other person, or entity, in whole or in part, whether sole, joint, active or passive, except to the extent the claim or loss is due to Provider’s sole negligence, gross negligence or wilful misconduct.
Specific Events. The Seller undertakes to the Purchaser to indemnify the Purchaser and/or Target Group Companies against all reasonable losses, damages, costs and expenses (including reasonable legal costs and expenses), which the Purchaser and/or the Target Group Company may suffer through or arising from the Restructuring. The Purchaser undertakes to the Seller to indemnify the Seller against all reasonable losses, damages, costs and expenses (including reasonable legal costs and expenses), which the Seller and/or the Seller Group may suffer through or arising from the failure of the Purchaser to pay the second installment of the Purchase Consideration by December 31, 2012.
Specific Events. During the Contract Period, if any of the following events or circumstances occurs or is continuing, the Facility Agent or the Lenders may determine that such event or circumstance constitutes an Event of Default in accordance with Section 12.2:
Specific Events. In connection with all Specific Events, which include, but are not limited to, events related to congresses of national or local aesthetic societies or associations in the aesthetic, plastic and reconstructive surgical community, which are to take place in the Territory, COP shall carry out any necessary activities and efforts and incur all relevant costs to ensure Crisalix is duly represented by COP, and/or to organize for the presence of at least one Crisalix employee. COP shall take all reasonable measures to promote Crisalix during these Specific Events, such as, but not limited to, through COP’s stand/booth, lectures by participants and key speakers, banners, brochures/flyers, and presentation of Crisalix on TV screens.
Specific Events. Notwithstanding any other provisions of this Contract to the contrary Contractor Group is not responsible for, and, Company agrees to Indemnify Contractor Group on account of:
7.3.1 pollution, contamination (including radioactive contamination) or radiation damage including that emanating from the well and/or reservoir and the costs of containment, clean up and disposal;
7.3.2 subsurface loss or damage, including loss of or damage to any reservoir, production formation, well or borehole or in-hole equipment, or impairment of any property right to water, oil, gas or other mineral substances;
7.3.3 damage, loss, or destruction, or personal injury or death arising on the surface as a result of subsurface occurrence, including damage to or loss or destruction of any Equipment, drilling rig, platform or other fixed or floating structure at or around the wellsite, expenses for killing or bringing under control a wild well, and any re-drilling, fishing or reworking costs, and indirect and consequential losses and damages arising therefrom;
7.3.4 loss, damage, injury and/or death resulting from fire, an explosion, a wild well or blow-out and all costs associated with such events; including but not limited to any damages caused to a rig/vessel as well as any downtime or remediation/recovery time and cost of completion and re-running of the services or replacement of any installation, and
7.3.5 all third party liabilities flowing from any of the above events including loss of or damage to oil and/or gas production facilities or pipelines or any third party installations or rigs/vessels within a 500m radius of the worksite.
