Fair Consideration The consideration received by the Company upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value of the Mortgage Loans.
Fair Share Each teacher, as a condition for his/her employment, on or before thirty (30) days from the date of commencement of duties or the effective date of this Agreement, whichever is later, will join the Association or pay a fair share fee to the Association which will be a proportionate amount of the dues required of members of the Association, including local, state, and national dues. 1. In the event that the teacher does not pay his/her fair share fee directly to the Association, the Board will deduct the fair share fee from the wages of the non- member in the same manner as the deductions are made for members. 2. Such fee will be paid to the Association by the Board no later than ten (10) days following the deduction. The purpose of this fair share fee is for deferring the cost of services rendered by the Association to non-members. These costs include, but are not limited to, the negotiation and administration of this Agreement. The Association will, on a yearly basis, certify the amount of the fair share fee. The certification must be written and signed by the President of the Association and must include a financial breakdown of the fair share fee. No teacher will be required to pay the fee, nor will the Board be required to deduct the fee, until the certification document is submitted. In addition, the Association will certify to the Board that "Notice of Fair Share" has been given in accordance with the IELRB rules and regulations. No payroll deductions of fair share fees will be made by the Board until at least fourteen (14) days after such certification. The following restrictions which are mandated by law will be observed: 1. The fair share fee will not exceed the amount of dues normally charged to Association members. 2. The fair share fee will not include any costs or contributions related to elections or political purposes. 3. The non-members who object to the fair share fee on bona fide religious grounds are excused from payment to the Association but must pay the amount of the fair share fee to a non-religious charitable organization mutually agreed upon by the non-members and the Association. If the non-member and the Association do not agree, the non-member will select a charity from the list developed by the Illinois Educational Labor Relations Board. In the event of any legal action against the Board, its members, officers, agents, and teachers brought in a court or administrative agency because of compliance with this fair share provision, the Association agrees to defend such action, at its own expense and through its own counsel, provided: 1. Except in actions filed with the Illinois Labor Relations Board, the Board will give immediate notice of such action in writing to the Association, and permits the Association intervention as a party if it so desires, and 2. In any action, no matter where filed, the Board will give full and complete cooperation to the Association and its counsel in securing and giving evidence, obtaining witnesses, and making relevant information available at both trial and all appellate levels. The Association will indemnify, defend, and hold harmless the Board, its members, officers, agents, and employees from and against any and all claims, demands, actions, com- plaints, suits, or other forms of liability or loss including, but not limited to, damages, attorneys' fees, and costs that will arise out of or by reason of action taken by the Board for the purpose of complying with the above provisions of this clause, or in reliance on any list, notice, certification, affidavit, or assignment furnished under any such provisions.
Fair and Reasonable The Contractor has carefully examined and analyzed the Site, the Contract Documents, and all known factors related to his ability to complete this project within the Contract Time stipulated. By submitting his bid for this project, the Contractor agrees that the stipulated Contract Time is fair and reasonable.
Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.
Ownership of Pledged Property The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement.