Negative Events Sample Clauses

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Negative Events. Sublicensee acknowledges that Sublicensor has an overriding interest in protecting the market and quality of the Products. Accordingly, if Sublicensee, at any time, has a reasonable basis to believe that any act or occurrence related to the Products presents or has presented any threat to public health or safety or otherwise are likely to draw negative attention from any governmental agency, consumer or environmental group, media or other organization or any individual (any of such occurrences being a “Negative Event”), Sublicensee will promptly notify Sublicensor of the facts giving rise to such belief or suspicion. In all such cases, (and subject to obligations of either party under applicable law, including, without limitation, its disclosure obligations under the Securities Exchange Act of 1934, as amended) Sublicensee will closely coordinate with Sublicensor with respect to any actions Sublicensee might take or permit and in respect to all public statements Sublicensee might make regarding the particular Negative Event, and shall, after consultation with Sublicensor, follow all reasonable advice and instructions of Sublicensor with respect thereto.
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Negative Events. Customer acknowledges that Supplier has an overriding interest in protecting the reputation of and goodwill associated with the Products. Accordingly, if Customer, at any time, has a reasonable basis to believe that any act or occurrence related to the Products presents or has presented any threat to public health or safety or otherwise are likely to draw negative attention from any governmental agency, consumer or environmental group, media or other organization or any individual (any of such occurrences being a “Negative Event”), Customer will immediately notify Supplier of the facts giving rise to such belief or suspicion. In all such cases, Customer will closely coordinate with Supplier with respect to any actions Customer might take or permit and in respect to all public statements Customer might make regarding the particular Negative Event, and shall, after consultation with Supplier, follow all reasonable advice and instructions of Supplier with respect thereto.
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Negative Events. During the Term, [*] will provide prompt written notice to [*] if [*] reasonably believes that any of the events set forth in Schedule 10.3(e) (Negative Events) have occurred or are reasonably likely to occur. Upon occurrence of any of the events set forth in Schedule 10.3(e) (Negative Events), (i) the Parties will cooperate and exercise their commercially reasonable efforts to agree on and carry out remediation plans with respect to such events and (ii) except to the extent required by applicable law, [*] will not take any action that conflicts with, limits the scope of, or materially adversely affects or diminishes the rights [*] under this Agreement. This Section 10.3(e) (Negative Events) is without limitation to any other remedy available [*] under this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
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Negative Events. IWS acknowledges that FB has an overriding interest in protecting the reputation of and goodwill associated with the Products. Accordingly, if IWS, at any time, has a reasonable basis to believe that any act or occurrence related to the Products presents or has presented any threat to public health or safety or otherwise are likely to draw negative attention from any governmental agency, consumer or environmental group, media or other organization or any individual (any of such occurrences being a “Negative Event”), IWS will immediately notify FB of the facts giving rise to such belief or suspicion. In all such cases, IWS will closely coordinate with FB with respect to any actions IWS might take or permit and in respect to all public statements IWS might make regarding the particular Negative Event, and shall, after consultation with FB, follow all reasonable advice and instructions of FB with respect thereto.
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Related to Negative Events

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Trigger Events The Employee shall be entitled to collect the severance benefits set forth in Subsection (b) hereof in the event that either (i) the Employee voluntarily terminates employment for any reason within the 30-day period beginning on the date of a Change in Control, (ii) the Employee voluntarily terminates employment within 90 days of an event that both occurs during the Protected Period and constitutes Good Reason, or (iii) the Bank or the Company or their successor(s) in interest terminate the Employee's employment without his written consent and for any reason other than Just Cause during the Protected Period.

  • Definition of Events of Default “Event of Default” means the occurrence of any of the following:

  • Evidence Used In Evaluation The following categories of evidence shall be used in evaluating each Educator: A. Multiple measures of student learning, growth, and achievement, which shall include: i. Measures of student progress on classroom assessments that are aligned with the Massachusetts Curriculum Frameworks or other relevant frameworks and are comparable within grades or subjects in a school; ii. Common assessments of student learning, growth, and achievement related to the Massachusetts Curriculum Frameworks or the Massachusetts Vocational Technical Education Frameworks or other relevant frameworks that are comparable across grades and/or subjects district-wide. These measures may include: portfolios, approved commercial assessments and district-developed pre and post unit and course assessments, and capstone projects. iii. Measures of student progress and/or achievement toward student learning goals set between the Educator and Evaluator for the school year or some other period of time as established in the Educator Plan. iv. For Educators whose primary role is not as a classroom teacher, the appropriate measures of the Educator's contribution to student learning, growth, and achievement set by the District. The measures set by the District should be based on the Educator's role and responsibility. See rubrics in Appendix A. B. Judgments based on observations and artifacts of practice including: i. Unannounced observations which are typically at least 10 minutes. ii. Announced observation(s) for non-PTS Educators in their first year of practice in a school, PTS Educators, Educators on Improvement Plans, and as determined by the evaluator. iii. Examination of Educator work products. iv. Examination of student work samples. C. Evidence relevant to one or more Performance Standards, including but not limited to: i. Evidence compiled and presented by the Educator, including: • Evidence of fulfillment of Standard IV: Professional Culture, including, but not limited to, professional responsibilities and growth such as self-assessments, peer collaboration, professional development linked to goals in the Educator plans, contributions to the school community and professional culture; and/or other items as described under Standard IV: Professional Culture. • Evidence of fulfillment of Standard III: Family and Community Engagement, including, but not limited to active outreach to and engagement with families, for example, phone logs, newsletters, conferences, district approved applications and platforms such as websites and email correspondence and /or other items as described in Standard III: Family and Community Engagement. ii. Evidence of progress towards professional practice goal(s); iii. Evidence of progress toward student learning outcomes goal(s). iv. Student Feedback (subject to negotiations) v. Any other relevant evidence from any source that the Evaluator shares with the Educator. Other relevant evidence could include information provided by other evaluators/administrators such as the superintendent. Relevant information from other sources will be assessed by the Evaluator and information will be shared with the Educator. vi. An Educators submission of evidence to support meeting the indicators of performance for Standard I: Curriculum, Planning and Assessment and Standard II: Teaching All Students, is optional as this evidence is typically gathered by the Evaluator during a classroom observation. Submission of evidence supporting either Standards I or II can provide additional data for inclusion in the Formative or Summative Reports. If an Educator chooses to submit evidence for these categories, it is suggested that the evidence be included by the time the Summative Report will be written.

  • Reports of unusual occurrence The Contractor shall, during the Maintenance Period, prior to the close of each day, send to the Authority and the Authority’s Engineer, by facsimile or e- mail, a report stating accidents and unusual occurrences on the Project Highway relating to the safety and security of the Users and Project Highway. A monthly summary of such reports shall also be sent within 3 (three) business days of the closing of month. For the purposes of this Clause 15.4, accidents and unusual occurrences on the Project Highway shall include: (a) accident, death or severe injury to any person; (b) damaged or dislodged fixed equipment; (c) flooding of Project Highway; and (d) any other unusual occurrence.