ASC Clause Samples

ASC. Ambulatory surgery center.

ASC. (i) manufactures various grades and types of silicones, silicone gels and adhesives (the “Products”) which may be used in the manufacture of medical devices; and (ii) maintains product and/or project Masterfiles for the Products (the “Masterfiles”) in accord with U.S. Food & Drug Administration (the “FDA”) Guidelines;

ASC. Guild Creative Assistants in ASC will share work with members of the Minneapolis- St. ▇▇▇▇ Typographical Union No. 30, pursuant to the following conditions: A. Printer II's will not perform top level work (for instance, independent, design work, graphic design, special sections, sales collateral, speculative ads, copyright material). B. Printer II's performing mid-level work (for instance, logo design, ads with art and type combined, some original art within sold ad space) will be compensated at least at the Creative Assistant H-1 rate. Printer II's will not regularly be assigned mid-level work. C. There shall be no lay-offs as a direct result of this section.

ASC. ASC operates a fleet of self-unloading marine vessels on the Great Lakes and is exclusively engaged in the waterborne transportation of dry bulk commodities. ASC's sailing season is generally late March through mid-December; however, weather conditions permitting, certain vessels may operate through mid- January. At December 31, 2006, ASC had total assets of $299.6 million. In June 2006, ASC acquired six vessels from Oglebay Norton Marine Services for $126.3 million, increasing the size of its fleet to 18 vessels. Included in the acquisition were a warehouse and the spare parts inventory of the acquired vessels. Fifteen of ASC's vessels are motor powered vessels constructed in the 1970's and early 1980's, having an average age of 29 years and an estimated useful life of 50 years. The three remaining vessels are steam powered vessels built in the 1940's and 1950's and have an estimated remaining useful life of ten years. Notwithstanding these useful life estimates, these vessels, operating exclusively in the fresh water conditions of the Great Lakes, may achieve extended use with proper care and maintenance. All of ASC's vessels are equipped with self-unloading equipment, enabling them to discharge dry bulk cargo without assistance from shore-side equipment or personnel. This equipment enables the vessels to operate twenty-four hours a day, seven days a week. ASC's vessels are capable of transporting and unloading almost any free flowing, dry bulk commodity. The following table sets forth ASC's fleet as of December 31, 2006: LENGTH CAPACITY GREAT LAKES VESSELS (FEET) (GROSS TONS) ------------------- ------- ------------ M/V American Spirit.................................... 1004 62,400 M/V ▇▇▇▇▇ Harbor....................................... 1000 80,900 M/V Indiana Harbor..................................... 1000 80,900 M/V ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. ........................... 1000 80,900 M/V American Century................................... 1000 78,850 M/V American Integrity................................. 1000 78,850 M/V St. Clair.......................................... 770 44,800 M/V American Mariner................................... 730 37,300 M/V H. ▇▇▇ ▇▇▇▇▇....................................... 704 35,400 M/V ▇▇▇▇ ▇. ▇▇▇▇▇▇..................................... 680 34,000 M/V ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.................................. 680 29,200 Str. American Victory.................................. 730 26,300 Str. American Valor...........................

ASC. Except as is necessary to consummate the Merger, ASC is not subject to any liabilities or obligations of any nature, whether or not absolute, accrued, contingent or otherwise. Except as related to transactions with Parent, the Company or any of their Subsidiaries, ASC has not: (i) engaged in any activities; (ii) owned any assets; or (iii) been subject to any liabilities (including, without limitation, Tax liabilities), except in the case of (i) or (ii) above for consummation of the Contribution and its ownership of Company Common Stock.

ASC. “AP Repertory” means all copyrighted Musical Works (a) written and/or published by ASCAP Members or by the members of any FPRO, including Musical Works written and/or published during the Term and (b) for which ASCAP controls, whether as of the Effective Date or any time during the Term, the non-dramatic public performance rights in the Territory, but solely to the extent such rights are or may during the Term be vested in or assigned to ASCAP by ASCAP Members or by the applicable FPRO or other rights holder(s).

ASC. In return for granting the exclusive right to develop, manufacture, market, distribute and sell the Products in Japan, ASC will receive a ten million (10,000,000) Yen fee after the COMPANY begins operations. In addition, ASC will receive a call option for all the shares issued to the other investors in the COMPANY as stated in section 6.2 of this Article.

ASC. Pay awarded vendors in compliance with the payment terms set forth in the contracts. • Notify ESC-Region 19 Allied States Cooperative in writing of any non-compliance issues with awarded vendors. • Mutually agree with ESC-R19 (ASC) on specific contracts to be utilized due to market coverage by vendors. Each party paying for the performance of governmental

ASC shall have performed and complied with all agreements, obligations, covenants and conditions required to be performed or complied with by it pursuant hereto on or prior to the Closing Date; and (iii) the business of ASC shall have been operated in the ordinary course and in accordance with Section 2.06 hereof between the date of this Agreement and the Closing Date, and Newco shall have received a certificate from ASC, signed by an officer of ASC, satisfactory in form and substance to Newco, to such effect.