THE BID PROTECTIONS Clause Samples

THE BID PROTECTIONS. In recognition of this expenditure of time, energy, and resources, the Debtors have agreed that if the Stalking Horse Purchaser is not the Successful Bidder, the Debtors will pay the Stalking Horse Purchaser (i) an aggregate fee of approximately One Million Six Hundred and Fifty Thousand dollars and 00/100 ($1,650,000), which is equal to 3% of the aggregate Purchase Price set forth in the Stalking Horse Agreement, prior to any closing adjustments (the “Break-Up Fee”), and (ii) an amount in cash equal to the aggregate amount of the reasonable charges, costs, fees, payments, and expenses (including, without limitation, all reasonable fees, expenses and disbursements of any representatives of Stalking Horse Purchaser and its Affiliates) paid or incurred by or on behalf of Stalking Horse Purchaser or its Affiliates relating to or in connection with its bid (the “Expense Reimbursement”). The amount of the Expense Reimbursement will be disclosed no later than February 8, 2012. The Stalking Horse Purchaser shall provide reasonable documentation of the Expense Reimbursement to the Debtors and the Office of the United States Trustee. The Break-Up Fee and Expense Reimbursement shall be payable as provided for pursuant to the terms of the Stalking Horse Agreement. The Debtors have further agreed that their obligation to pay the Break-Up Fee and Expense Reimbursement pursuant to the Stalking Horse Agreement shall survive termination of the Stalking Horse Agreement, shall, to the extent owed by the Debtors, constitute an administrative expense claim under section 503(b) of the Bankruptcy Code and shall be payable within two (2) business days after the closing of the sale under the terms and conditions of the Stalking Horse Agreement and the Bid Procedures Order, notwithstanding section 507(a) of the Bankruptcy Code.
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Related to THE BID PROTECTIONS

  • System Protection To prevent compromise of systems which contain DSHS Data or through which that Data passes: a. Systems containing DSHS Data must have all security patches or hotfixes applied within 3 months of being made available. b. The Contractor will have a method of ensuring that the requisite patches and hotfixes have been applied within the required timeframes. c. Systems containing DSHS Data shall have an Anti-Malware application, if available, installed. d. Anti-Malware software shall be kept up to date. The product, its anti-virus engine, and any malware database the system uses, will be no more than one update behind current.

  • Job Protection 15.9.1 Subject to 15.10 below, an employee returning from parental leave is entitled to resume work in the same position or a similar position to the one they occupied at the time of commencing parental leave. A similar position means a position: (a) At the equivalent salary, grading; (b) At the equivalent weekly hours of duty; (c) In the same location or other location within reasonable commuting distance; and (d) Involving responsibilities broadly comparable to those experienced in the previous position. 15.9.2 Where applicable, employees shall continue to be awarded increments when their incremental date falls during absence on parental leave.

  • ▇▇▇▇ Protection 1With respect to the Parties' rights and obligations under this Framework Agreement, the Parties agree that the Authority is the Data Controller and that the Supplier is the Data Processor.

  • Whistleblower Protections The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public.

  • TEACHER PROTECTION A. The teachers shall have the right to review those things in his/her personnel file to which he/she is entitled by Law. At the option of the teacher, a representative of the Association may be present for such review. Each file shall contain a record indicating reviewer and date of review, excluding school personnel official access for record maintenance. B. The teacher may submit a written notation regarding any material and the same will be attached to the file copy of the material in question. If the teacher is asked to sign material placed in his/her file, such signature will be understood to indicate his/her awareness of the material but in no instance shall said signature be interpreted to mean agreement with the content of the material. ▇. Any serious complaint made against a teacher by any parent, student, and other person will be promptly called to the attention of the teacher. D. If a teacher is to be disciplined or reprimanded by the Board or its designee, he/she shall be entitled to have a representative of the Association present. That representative shall be the teacher's choice between the building representative or another Association officer. E. Each teacher has the responsibility for maintaining proper student control and discipline throughout the school day as well as at school-sponsored activities where he/she is serving as a sponsor or chaperone. The teacher, however, has the primary responsibility for maintaining control and discipline in his/her classroom. The Board will give reasonable support and assistance to teachers with respect to maintenance of control and discipline. Whenever is appears that a particular pupil requires special attention, reasonable steps shall be taken to provide such attention. The teachers recognize that all disciplinary actions and methods invoked by them shall be in accordance with established Board policy. F. Any case of assault upon a teacher which is related to a school-centered problem shall be promptly reported to the Board or its designated representative. If the assault was by a pupil or pupils, the Administration shall promptly investigate the matter and determine suitable discipline for the assaulting pupil. This decision shall be communicated to the teacher concerned. If the assault is by an adult, who is not a pupil, the Board its designee representative shall promptly report the incident to the proper law enforcement authorities. G. A teacher may suspend a pupil from one (1) period, when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in that classroom intolerable. In such cases, the teacher will promptly (by the end of the school day) furnish the administrator or counselor full particulars of the incident. The teacher and the administration will cooperatively endeavor to achieve correction of student behavior through whatever avenues are reasonably available. H. School administrators and teachers will endeavor to achieve correction of the students' misbehavior through counseling and interviews with the child and his/her parents when warranted.