Authority Relative to this Agreement The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the MBCL, to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval of this Agreement by the holders of two-thirds of the outstanding Shares in accordance with the MBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Newco, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Company has taken, or will take in accordance with Section 6.14, all action necessary to ensure that, so long as this Agreement shall not have been terminated pursuant to Article VIII hereof, no "Rights" (as that term is defined in that certain Rights Agreement dated as of September 23, 1993 (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, a New York corporation) are issued or required to be issued to the stockholders of the Company by virtue of the execution and delivery of this Agreement or the Textron Voting Agreement. The Company and each Company Subsidiary have taken all necessary action to exempt the transactions contemplated by this Agreement and the Textron Voting Agreement from, or if necessary to challenge the validity or applicability of, any applicable "moratorium," "fair price," "business combination," "control share" or other state anti- takeover Laws (collectively, "Takeover Laws"), including, without limitation, Chapters 110C, 110D, 110E and 110F of the Massachusetts General Laws. Each of the Company and each Company Subsidiary has taken all action so that the entering into of this Agreement and the Textron Voting Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Textron Voting Agreement do not and will not result in the grant of any rights to any person under the Articles of Organization or Articles or Certificate of Incorporation, By-Laws or other governing instruments of the Company or any Company Subsidiary or restrict or impair the ability of Parent or any of its subsidiaries to vote, or otherwise to exercise the rights of a shareholder with respect to, shares of the Company or any Company Subsidiary that may be directly or indirectly acquired or controlled by it or to otherwise engage in transactions with the Company or any Company Subsidiary.
Independent Monitors 8.1 The BUYER has appointed Independent Monitors (hereinafter referred to as Monitors) for this Pact in consultation with the Central Vigilance to as Monitors) for this Pact in consultation with the Central Vigilance Commission (Names and Addresses of the Monitors to be given).
INDEPENDENT ACTION Except as otherwise described in the OP, any Party on its own initiative and without reimbursement may go upon lands protected by the other Party to suppress wildfires, if the fire is a threat to property within that Party's protection responsibility. In such instances, the Party taking action will promptly notify the Protecting Party. If either Party takes action on a fire independently, the Supporting Party will furnish the Protecting Party a preliminary report (oral) within 24 hours of the action taken and a written incident report with 10 days.
RECOMMENDED ACTION It is respectfully requested that the Procurement Committee recommend to the Aviation Authority Board approval of an Amendment to Addendum 47 to the Continuing Environmental Engineering Consulting Services with Terracon Consultants Inc. for the services contained herein and the amount as shown below: Not-to-Exceed Fees $22,696.00 Lump Sum Fees $0.00 Not-to-Exceed Expenses $7,860.00 TOTAL $30,556.00 AAC – Compliance Review Date 3/14/23 AAC – Funding Eligibility Review Date 3/15/23 ATTACHMENTS Attachment A: Finance Form Attachment B: OSBD Memo ATTACHMENT A FINANCE FORM Date: Requestor’s Name: Preparer’s Name: Requestor’s Department: Description: Vendor: March 13, 2023 Xxx Xxxxxxxxxx Xxx Xxxxxxxxxx Planning Amd. Add. 47 - Additional FY23 Industrial User Discharge Permit Terracon Consultants, Inc. Requestor’s Extension: Preparer’s Extension: Solicitation #: Contract # / Name: Procurement Committee Date: Agenda Item #: 3463 3463 Terracon Consultants Inc. March 28,2023 NON-PROJECT FUNDS: O&M Account Code Format: xxx.xxx.xxx.xxxxxxx.xxx.xxxxxx FY 23 Amount FY24 Amount FY25 Amount FY26 Amount FY27 Amount TOTAL CONTRACT 301.712.170.5310010.000.000000 $30,556.00 Total Requisition: $30,556.00 Requisition Number: 93785 Funding Approver: 03/15/23 OMB Notes: 0000 Xxx Xxxx Winter Park, FL 32789 P (000) 000-0000 F (000) 000-0000 Xxxxxxxx.xxx March 8, 2023 Greater Orlando Aviation Authority 0000 Xxxxx Xxxx Orlando, Florida 32827 Attention: Xx. Xxx Xxxxxxxxxx Telephone: 000-000-0000 E-mail: XXxxxxxxxxx@xxxx.xxx Re: Proposal for 2023 Industrial User Discharge Compliance Monitoring Activities Orlando International Airport Lift Stations Orlando, Orange County, Florida Terracon Proposal No. XX0000000 Dear Xx. Xxxxxxxxxx: As per your request, the following is Terracon’s scope of services and associated costs for activities related to the continuation of compliance sampling, analyses and reporting activities at four (4) lift stations at the Orlando International Airport through September 30, 2023. This proposal outlines the project and presents the costs to perform the below described scope of services. The compliance monitoring activities are required pursuant to the Greater Orlando Aviation Authority’s (GOAA) Industrial User Discharge Permit (IUDP) No. CO106TA issued by the City of Orlando (City).
Leave With Pay for Family-Related Responsibilities (a) For the purpose of this clause, family is defined as spouse (or common-law spouse resident with the employee), dependent children (including xxxxxx children and children of legal or common-law spouse), parents (including stepparents or xxxxxx parents), or any relative residing in the employee's household or with whom the employee permanently resides.
PROCEDURE FOR GRIEVANCES AFFECTING A GROUP OF EMPLOYEES The Union may elect to file a grievance on behalf of two or more employees. The facts and issues of the grievance must be the same.
Enforcement Action The Official Agency will ensure that enforcement action taken is in accordance with Articles 137 and 138 of Regulation (EU) 2017/625. The Official Agency shall ensure the effective and appropriate use of enforcement powers under national food legislation while having due regard for: • the use of available enforcement orders under the Act • food law enforcement policy published by the Authority and • any enforcement guidance agreed between the Authority and the Official Agency. When an enforcement notice is to be served by the Official Agency the content of the notice shall be agreed with the Authority as a matter of urgency, prior to it being served. Draft notices shall be submitted to xxxxxxxxxxxx@xxxx.xx for agreement.
Reasonable Accommodation for Applicants / Employees with Disabilities The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship.
Termination Generally If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).
PROVISIONS OF THIS AGREEMENT APPLICABLE ALLOTTEE/ SUBSEQUENT ALLOTTEES It is clearly understood and so agreed by and between the Parties hereto that all the provisions contained herein and the obligations arising hereunder in respect of the said Apartment/ Plot and the Project shall equally be applicable to and enforceable against and by any subsequent Allottee of the Apartment/ Plot, in case of a transfer, as the said obligations go along with the Apartment/ Plot for all intents and purposes.
