CONTRACTUAL MATTERS AND COMMERCIAL Sample Clauses

CONTRACTUAL MATTERS AND COMMERCIAL. 7.1 True, accurate and complete copies of all Material Commercial Contracts are contained in the Data Room. 7.2 Each of the Material Commercial Contracts are valid, enforceable and in full force and effect and no Group Company or, so far as the Seller is aware, other party to a Material Commercial Contract is in material breach of such Material Commercial Contract and, so far as the Seller is aware, there is no allegation of a material breach by a Group Company or other party to a Material Commercial Contract. 7.3 No written notice of termination (or intention to terminate) has been received or given by a Group Company in respect of any Material Commercial Contract and, so far as the Seller is aware, no fact or circumstance has occurred, been alleged in writing to have occurred or will occur as a result of Completion of the Transaction, in each case, as a result of which any party to a Material Commercial Contract (other than a Group Company) would be entitled to terminate such Material Commercial Contract. 7.4 None of the Material Commercial Contracts contain any provision entitling any party to a Material Commercial Contract (other than a Group Company) to terminate such Material Commercial Contract as a result of the execution of this agreement or Completion of the Transaction. 7.5 So far as the Seller is aware, all Standard Commercial Contracts have been entered into on terms which are substantially the same as the template terms which have been disclosed to the Buyer in folder 6.2.2 of the Data Room, and have not been entered into on terms which would expose any Group Company to a material liability which is disproportionate to the terms of the relevant Standard Commercial Contract. 7.6 There is, and for the last three years there has been, no agreement or arrangement (including in relation to any loan) to which any Group Company is or was a party and in which any member of the Seller’s Group (excluding the Group Companies), a director or former director of any member of the Seller’s Group (excluding the Group Companies), or a person connected with any of them is or was interested in any way. 7.7 A copy of the current usual terms and conditions for connection agreements and other standard UK electricity industry agreements commonly used by the DNOs in the ordinary course of the Group’s business have been disclosed to the Buyer and are contained in the Data Room.
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Related to CONTRACTUAL MATTERS AND COMMERCIAL

  • Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

  • Union Activities If the Contract Amount is $50,000 or more, no Judicial Council funds received under this Agreement will be used to assist, promote or deter union organizing during the term of this Agreement (including any extension or renewal term).

  • 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. 7.2 Each employee shall be entitled to access to his/her personnel file. This review shall take place during an agreed upon time; requests to examine the file need to be made to the Superintendent or his/her designee at least 24 hours prior and shall not be unreasonably withheld. The employee may, if he/she wishes, have a representative of the Association accompany him/her during such review. 7.3 The employee shall have the right to make a response to any material contained in his/her personnel file and such response shall be made a part of said employee’s file. Reproductions of such material may be made by hand or copying machine, if available. 7.4 No disciplinary material will be placed in an employee's personnel file without written or electronic notification to the employee. 7.5 The Board agrees to maintain, as part of its general policy manual, job descriptions for members of the bargaining unit; said policy manual to be made available to each member of the bargaining unit and any new employee. Whenever the District contemplates any changes in job description, the District will notify the Association on the planned action and convene the Job Description Team per the Memorandum of Understanding included in Exhibit 1.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.