Works Council Matters Sample Clauses

Works Council Matters. (a) Seller and Xxxxx acknowledge that, under French labor Laws, one or more works councils of Terex Cranes France SAS and Xxxxx Xxxxxxxx France S.à.x.
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Works Council Matters. (a) The parties acknowledge that, under French labor laws, one or more works councils of Descartes and/or one or more of its Subsidiaries that own French Ag Assets or directly conduct the French Ag Business will need to be informed and consulted with respect to the offer made by Fermat to acquire the assets meeting the criteria set forth in the definition of “Acquired Ag Assets” that are located in France and are owned by Descartes and/or its Subsidiaries (the “French Ag Assets”) and the Ag Business conducted in France (the “French
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Works Council Matters. The Parties acknowledge that the works councils set forth on Section 7.18 of the SpinCo Disclosure Schedule will need to be informed and consulted with respect to (i) the Merger, (ii) the offer made by SpinCo to acquire such SpinCo Assets and the related portion of the SpinCo Business and assume the related SpinCo Liabilities and that SpinCo has made an irrevocable offer to acquire such SpinCo Assets and such portion of the SpinCo Business and assume such SpinCo Liabilities, in each case, in accordance with the terms set forth in the Separation and Distribution Agreement and (iii) the consequences of the Merger on the French Companies. The Parties shall reasonably cooperate with each other in connection with such consultation processes, and Xxxxxx Partner shall be provided with a reasonable opportunity to review in advance any proposed communications in connection therewith, and any information to be provided related to the Transactions, including the SpinCo Financing and the expected consequences of the Transactions, shall be mutually agreed to by Xxxxxx Partner and the Company.
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Works Council Matters. (a) The Company and Buyer acknowledge and agree that, under French labor Laws, the works council of Xxxxx Union (France) SAS will need to be informed and consulted with respect to the offer made by Buyer to acquire the total outstanding Equity Interests and voting rights of SPX France Holdings SAS (the “French Transferred Company”). Notwithstanding anything to the contrary in this Agreement, unless and until the Company and/or SPX Xxxxx UK Limited has executed and delivered the France Acceptance Notice (as defined below), for purposes of this Article II, the Equity Interests of the French Transferred Company will not be deemed to constitute Transferred Company Equity Interests hereunder.
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Works Council Matters. (a) Seller Parent and the Buyer acknowledge that, under French labor Laws, the works council of Terex France will need to be informed and consulted with respect to the offer made by the Buyer to acquire the total outstanding equity interests and voting rights of Terex France (the “French Shares”) and the employees of Terex France will need to be informed of this projected sale and given the possibility to submit a purchase offer. Notwithstanding anything to the contrary in this Agreement, unless and until Seller Parent has executed and delivered to the Buyer the France Exercise Notice, for the purpose of this Article II, Terex France will not be considered to be a Sold Company.
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Works Council Matters. (a) The parties acknowledge that, under French labor laws, one or more works councils of Descartes and/or one or more of its Subsidiaries that own French Ag Assets or directly conduct the French Ag Business will need to be informed and consulted with respect to the offer made by Fermat to acquire the assets meeting the criteria set forth in the definition of “Acquired Ag Assets” that are located in France and are owned by Descartes and/or its Subsidiaries (the “French Ag Assets”) and the Ag Business conducted in France (the “French Ag Business”) and assume the liabilities meeting the criteria set forth in the definition of “Assumed Ag Liabilities” related to the French Ag Assets or French Ag Business (the “French Ag Liabilities”). Notwithstanding anything to the contrary in this Agreement, unless and until Descartes (or its relevant Subsidiaries) has executed and delivered to Fermat the France Acceptance Notice, the French Ag Assets, the French Ag Business and the French Ag Liabilities will not be considered to constitute Acquired Ag Assets, Ag Business or Assumed Ag Liabilities respectively, and, if no such France Acceptance Notice is delivered prior to the Closing, the Cash Balancing Amount shall be reduced by the French Ag Consideration (as such term is defined below).
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Works Council Matters. Remainco, Spinco and RMT Partner acknowledge and agree that, under French labor Laws, one or more works councils of one or more members of the Spinco Group domiciled in France (collectively, the “French Spinco Entities”) will need to be informed and consulted with respect to the Separation, the Initial Spin, the Spinco Distribution and the Merger. Notwithstanding anything to the contrary in this Agreement, Remainco shall not, and shall cause its Subsidiaries not to undertake any action with respect to the French Spinco Entities pursuant to the Separation Plan unless and until Remainco (or the relevant French Spinco Entity) has received French Regulatory Consultation. Remainco shall initiate or cause its relevant Subsidiaries to initiate the information and consultation process as promptly as practicable after the date hereof. Remainco shall conduct and cause its relevant Subsidiaries to conduct the information and consultation process in the most expedient way practicable. Remainco, Spinco and RMT Partner shall, and shall cause their respective Subsidiaries to, reasonably cooperate with each other in connection with the applicable consultation process described in this Section 1.13, including Remainco keeping Spinco and RMT Partner informed of the status of such consultation and any material developments so far as they relate to the French Spinco Entities. Remainco undertakes that it will not, and will cause its relevant Subsidiaries not to make or accept any commitment whatsoever with respect to the Spinco Employees assigned to the French Spinco Entities or their representative bodies, save for such commitments which Spinco and RMT Partner have agreed in writing to provide to such Spinco Employees or their representative bodies.
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Works Council Matters. The Parties acknowledge and agree that they will satisfy all notification and consultation obligations in all material respects with respect to the Initial Spin, the Separation and the Merger. The Parties shall reasonably cooperate with each other in connection with such notification and consultation processes, and RMT Partner shall be provided with a reasonable opportunity to review in advance any proposed communications in connection therewith, and any information to be provided related to the Transactions, including the Financing and the expected consequences of the Transactions, shall be mutually agreed to by RMT Partner and Remainco.
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Works Council Matters 
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Related to Works Council Matters

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Transitional Matters (a) From and after Closing, Sellers shall retain full right and authority to use, enforce, pursue remedies and take actions with respect to any of the Excluded Assets.

  • Operational Matters 7.1 The LGB shall comply with the obligations set out in Appendix 2 which deals with the day-to-day operation of, and delegation of responsibilities to, the LGB.

  • Franchise Matters (i) Comply in all material respects with all of its material obligations under the Franchise Agreements to which it is a party; (ii) appear in and defend any action challenging the validity or enforceability of any Franchise Agreement, except for such actions which, individually or in the aggregate, have not had and could not reasonably be expected to result in a Material Adverse Effect; (iii) give prompt notice to the Collateral Agent of (A) any written notice of default given by such Loan Party under any Franchise Agreement with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties, (B) any written notice by a Franchisee with respect to any Franchisee-operated Franchised Locations that generates more than $350,000 in revenues for the Loan Parties in the last Fiscal Year of the Loan Parties that terminates or threatens to terminate such Franchise Agreement or withhold any payments under such Franchise Agreement, together with a copy or statement of any information submitted or referenced in support of such notices and any reply by the Loan Party or its Subsidiary, and (C) any notice or other communication received by it in which any other party to any Franchise Agreement declares a breach or default by a Loan Party or Subsidiary of any material term under such Franchise Agreement; (iv) provide Franchisees and prospective Franchisees with a Franchise Disclosure Document or other disclosure statement of similar import as required by 16 C.F.R. 436, and (v) promptly upon any material amendment, revision or modification (except for any new, modified, terminated or expired Franchise Agreement in the ordinary course of business) to the information on Schedule 6.01(q), deliver an updated Schedule 6.01(q) to the Collateral Agent.

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

  • Personnel Matters 7.1 Verbal or written complaints regarding an employee made to any member of the Administration by any parent, student or other person which is to be placed in any personnel file or which may be used to evaluate or discipline an employee shall be promptly investigated. The employee shall be given prompt notice of such complaint and shall be given the opportunity to respond to the complaint. Unsubstantiated complaints shall not be placed in an employee’s file.

  • Organizational Matters 16 Section 2.1. Organization.....................................................16 Section 2.2. Name ............................................................16 Section 2.3. Resident Agent; Principal Office.................................16 Section 2.4.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

  • Tax Matters Cooperation Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, any claim for a refund of any Tax, and any audit or Tax proceeding. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

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