Specified Contract. Each teacher's contract shall contain the assigned building, area and special duty assignments. Teachers will be consulted when a change of assignment is being considered. This Article applies only to those teachers who have been employed for more than one (1) year.
Specified Contract. The Contract set forth on Schedule 3.37 has been terminated and is of no further force and effect, with no ongoing liabilities or obligations of the Company, other than customary indemnification and expense reimbursement obligations.
Specified Contract. Seller and Purchasers acknowledge and agree that the Specified Contract shall not be assumed by a Purchaser at the Initial Closing and, if the Specified Contract is in effect as of the applicable Deferred Closing, shall not constitute part of the Deferred Business Purchased Assets and Deferred Business Assumed Liabilities. Seller may terminate all or any portion of the Specified Contract in its discretion but shall not permit any extension, amendment or renewal thereof beyond the terms expressly set forth therein.
Specified Contract. Section 5.24 From the Execution Date through the Closing, Parent shall, and shall cause its Subsidiaries to, (a) perform under the Specified Contract in the Ordinary Course and (b) use commercially reasonable efforts to manage expenditures in respect of the Specified Contract in accordance with the project tracking report related to performance of the Specified Contract provided by Parent to Purchaser on or prior to the date hereof.
Specified Contract. The Company shall have entered into the Contract set forth on Schedule 6.3(h) of the Company Disclosure Letter (the “Specified Contract”).
Specified Contract. Notwithstanding anything herein to the contrary, Parent and Purchaser agree that (i) at any time prior to the Closing, Parent may cause the Transferred Entities to enter into an amendment to the Specified Contract solely to eliminate, modify or restructure any Liabilities of the Transferred Entities in respect of the obligations in Section 2.1 thereof, without the consent of the Purchaser, (ii) at any time after Closing, if Parent requests that the Transferred Entities execute an amendment to Section 2.1 of the Specified Contract solely to eliminate, modify or restructure any Liabilities of the Transferred Entities in respect of the obligations in Section 2.1 thereof, Purchaser shall cause the Transferred Entities to, and the Transferred Entities shall, enter into such amendment, (iii) the Transferred Entities shall not, and Purchaser shall not permit the Transferred Entities to, amend Section 2.1 of the Specified Contract in any manner after the Closing without the written consent of Parent, (iv) Parent agrees that it shall make, or cause to be made, the payments required by Section 2.1 of the Specified Contract (as it may be amended in a manner permitted by this Section 5.20) and (v) Purchaser and the Transferred Entities shall be responsible for any liabilities arising under any section of the Specified Contract, as it may be amended, except for Section 2.1; provided, however, that in the case of each of clause (i) and (ii) above, no such modification or restructuring shall increase the Liabilities of the Transferred Entities.
Specified Contract. The parties shall use their commercially reasonable efforts and negotiate in good faith, acting reasonably, to agree on the terms and conditions of a supply contract between the Business and the Purchaser (the “DSA”) as promptly as reasonably practicable after the date hereof; provided, that, (i) the parties agree that DSA shall have as key terms (a) the key terms described in Sections 3, 4, 5, 19, 29.1, 29.2 and Appendix A-Master Parts List of the current draft supply contract being negotiated between the Business and the Purchaser attached as Section 7.21(a) of the Disclosure Letter (the “Current Draft DSA”) and (b) that, upon a change of control of the Business or the Transferred Entities, the DSA shall remain in full force and effect and shall not be terminable by either the Business or the Transferred Entities, on one hand, or the Purchaser, on the other hand (collectively, the “Key DSA Terms”) and (ii) although the parties will use the Current Draft DSA as the basis for commencing such good faith negotiations, the parties acknowledge and agree that none of the terms or conditions in the Current Draft DSA, other than the Key DSA Terms, are mutually agreed by the parties as of the date hereof and to the extent that any terms of the DSA have not been agreed by the parties on the date that is four weeks from the date hereof (the “Negotiation Period”), the parties shall promptly execute a form of the DSA which includes the Key DSA Terms and other terms and conditions that the parties mutually agree during the Negotiation Period, with any unresolved terms to be resolved by inserting applicable provisions that are consistent with the analogous provisions in the Contract set forth in Section 7.21(b) of the Disclosure Letter.
