THIRTY-FOURTH Clause Samples

THIRTY-FOURTH. The parties hereto recognize the necessity of providing for the financial security of the employees covered by this agreement upon their retirement from industry because of old age. For that purpose it is agreed as follows: The Employer agrees that for the duration of this agreement he will pay monthly on or before the tenth day of each month, commenc­ ing October 1, 1961, a sum of money equal to 31/2 % of the previous month’s gross payroll of all his employees, including part-time employees and new employees from the day of hiring, covered by this agreement, to Local 1199 Pension Fund, to be used by said Local 1199 Pension Fund for the purpose of providing said employees with retirement or pension benefits, as the Trustees of said Fund may determine. Local 1199 Pension Fund shall continue to be administered under the Agreement and Declaration of Trust, dated as of December 1, 1950 and any amendments thereof, and under the Pension Plan adopted by the Trustees of said Fund, and any amendments thereof, which Agree­ ment and Declaration of Trust provides for equal representation by the Union and the Employers contributing to said Pension Fund, and that any dispute which may arise or deadlock which may develop between or among said Trustees shall be submitted to arbitration before an Arbitrator or Umpire, as provided for in said Agreement and Declaration of Trust, and his decision shall be final and binding. Each Employer agrees to make available to Local 1199 Pension Fund any and all records of employees hired, classifications of employees, names, social security numbers, and accounts of salaries and/or wages paid, and that the said Pension Fund may require in connection with the sound and efficient operation of said Pension Fund, and the agreement contained in this paragraph is and shall be deemed as of the essence of this contract. An audit of the Pension Fund shall be made annually and a state­ ment of the results thereof shall be made available to the contributing Employers.

THIRTY-FOURTH. Any foreigner who upon incorporation or at any time thereafter acquires an interest or participation in the Company and/or the property rights, concessions, participations or interests owned by such companies or the rights and obligations derived from the agreements to which such companies are parties with Mexican authorities, shall be considered ipso facto as a Mexican citizen with respect to such interest, participation, concession, right, obligation and agreement and it shall be understood that he agrees not to seek the protection of his government under penalty, in case of breaching said agreement, of forfeiting such interest or participation to the Mexican Nation.

THIRTY-FOURTH. If Tenant remains in possession of the premises or any part thereof after expiration of the term hereof, such occupancy shall be a tenancy from month to month upon all of the terms hereof applicable to a month to month tenancy except that the monthly rent shall be increased to 120% of the rent for the last month prior to such expiration. Landlord's failure to object to such holding over shall not constitute a waiver of any of Landlord's rights pursuant to this lease.

THIRTY-FOURTH. The members of the Board of Directors and the Statutory Auditors shall keep absolute confidentiality with respect to the information and the issues that come to their knowledge by reason of their position in the Company, when such information or issues are not for public nature. TRIGÉSIMA CUARTA. Los miembros del Consejo de Administración y los Comisarios deberán guardar absoluta confidencialidad respecto la información y los asuntos que ▇▇▇▇▇▇ conocimiento con motivo de su cargo en la Sociedad, cuando dicha información o asuntos no ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ público. THIRTY FIFTH. Fiscal years will go through January 1st until December 31st of each year. TRIGÉSIMA QUINTA. Los ejercicios sociales correrán del 1 de enero al 31 de diciembre de cada año.

THIRTY-FOURTH. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation or any stockholder to the Corporation or the Corporation’s stockholders; (c) any action or proceeding asserting a claim against the Corporation or any current or former director, officer or other employee of the Corporation or any stockholder in such stockholder’s capacity as such arising out of or pursuant to any provision of the DGCL, this Amended and Restated Certificate or the Bylaws of the Corporation (as each may be amended from time to time); (d) any action or proceeding to interpret, apply, enforce or determine the validity of this Amended and Restated Certificate or the Bylaws of the Corporation (including any right, obligation or remedy thereunder); (e) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (f) any action asserting a claim against the Corporation or any director, officer or other employee of the Corporation or any stockholder, governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. This paragraph THIRTY-FOURTH shall not apply to suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

THIRTY-FOURTH. The Landlord shall replace at the expense of the Tenant any and all broken glass in the skylights, doors and walls in and about the demised premises. The Landlord may insure and keep insured all plate glass in the skylights, doors and walls in the demised premises, for and in the name of the Landlord and bills for the premiums therefor shall be rendered by the Landlord to the Tenant at such times as the Landlord may elect, and shall be due from and payable by the Tenant when rendered, and the amount thereof shall be deemed to be, and shall be paid as, additional rent. THIRTY-FIFTH.--This lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on part of Tenant to be performed shall in nowise be affected, impaired or excused because Landlord is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make, or is delayed in making any repairs, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of governmental preemption in connection with a National Emergency declared by the President of the United States or in connection with any rule, order or regulation of any department or subdivision thereof of any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

THIRTY-FOURTH. Delayed Possession ..................... 35 THIRTY-FIFTH: No Pornography ......................... 35 THIS LEASE made this 19th day of December, 1993, between THE ▇▇▇▇▇▇, CHURCHWARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, a religious corporation (hereafter referred to as the "Landlord"), having its offices at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ and State of New York, and SMA VIDEO INC. (hereinafter referred to as the "Tenant"), a New York corporation, having its place of business at [address].

THIRTY-FOURTH. It is understood that 3 parking spaces shall be made available for Tenant in the ▇ ▇▇▇▇▇▇▇ ▇▇▇▇/▇▇▇▇▇▇ St. parking lot and their employees on an ‘as available’ basis in the lot known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, only.

THIRTY-FOURTH. Provided that the Tenant is not then in default, the Tenant shall have the right under the same terms and conditions to renew, at Fair Market Value, all the space under lease for One (1) consecutive Five (5) year term with nine (9) months prior written notification. All other terms and conditions of the Lease shall remain unchanged.