Beginning on the first January 1 after the Completion Date, and on each January 1 thereafter, the number of beds shall be determined by the actual number of beds placed in service or certified to be available for use in the Facility, which number of beds shall not be reduced without the prior written consent of Lessor. The Reserve account shall require the signature of an officer of Lessee and an officer of Lessor to make withdrawals. On each January 1 thereafter during the entire Term, such payment into the Reserve shall be increased by two and one-half percent (2.5%) per annum. The amounts in the Reserve shall be used to pay for Extraordinary Repairs on the Facility or, in the event Lessee fails to make any required non-Extraordinary Repairs hereunder, Lessor may use funds in the Reserve for that purpose as well, without the necessity of obtaining the signature of an officer of Lessee. Lessee shall replenish amounts drawn from the Reserve at the rate of one-twelfth (1/12th) of the total amount withdrawn per month, until completely replenished. Lessee hereby grants to Lessor a security interest in all monies deposited into the Reserve and Lessee shall, within fifteen (15) days from the Commencement Date, execute all documents necessary for Lessor to perfect its security interest in the Reserve. Lessor and Lessee agree that the first dollars of all expenditures for Extraordinary Repairs made in each year during the Term shall be funded from the Reserve account to the full extent of such account; provided, however, that if Lessor, in its reasonable discretion, determines at any time that the balance then remaining in the Reserve account is insufficient to pay in full for the present and future anticipated Extraordinary Repairs on the Facility, Lessor shall retain funds in the Reserve account in an amount sufficient to pay in full for Extraordinary Repairs and Lessee will deposit additional sums in the Reserve account from time to time, upon the written request of Lessor, in amounts equal to the difference between the then balance in the Reserve account and the cost to complete the present and future Extraordinary Repairs so that at all times there is adequate amounts in the Reserve account to pay for such items on a going forward basis. So long as no Default or Event of Default has then occurred under any of the terms hereof, any amounts remaining in the Reserve, after the payment of and the reimbursement for the Extraordinary Repairs on the Facility shall be returned to Le...
Beginning on the. Anniversary Date after the first sale of a Licensed Product or Licensed Service, LICENSEE will pay REGENTS a minimum annual royalty of [***]. The minimum annual royalty will he credited against the royalty due and owing for the Annual Period in which the minimum payment is made.
Beginning on the. First Air Date, Programmer agrees to distribute Interactive Wink Programs at least [ * ] hours a week on the First Programming Service, and agrees to increase such programming to [ * ] hours a week within 90 days of the First Air Date. For the purposes of this Agreement, references to the number of hours in this context shall mean that an Interactive Wink Program is inserted at least once every thirty (30) minutes during such hours of programming and that the Interactive Wink Program is offered to distribution media that reach in the aggregate at least 70% of the television households in the United States (i.e., provided Programmer has offered these programs to this percentage of distribution media and has otherwise adhered to its obligations in Paragraph 3.1. Programmer will have fulfilled the distribution obligation even if the programs are not actually broadcast by these media). Programmer will solely determine which shows include Interactive Wink Programs. Programmer will have complete editorial control and approval of the form, nature and scope of the Interactive Wink Programs and may suspend any individual Interactive Wink Program at any time and for any reason. In addition, Wink shall provide Programmer with the ability to control whether third party advertisements and commercials are broadcast with related Interactive Wink Programs through the Wink Broadcast Server. Interactive Wink Programs for cable programming services must be related to the content, nature and intended audience of the video programming with which they are broadcast. Wink's sole remedy in the event Programmer does not offer the foregoing minimum number of hours of Interactive Wink Programs will be to terminate this Agreement. Such notice of termination must be given in writing 30 days before the effective date of termination and within the 30 day notice period, Programmer will have the opportunity to cure by distributing enough additional Interactive Wink Programs to reach the minimum requirement. In the event of such "cure", the termination notice will be deemed rescinded.
Beginning on the second (2nd) anniversary of the Effective Date, Biogen Idec will have the right to terminate this Agreement by providing Sunesis written notice at least ninety (90) days in advance. It is understood that notice may not be given under this Section 14.4.2 prior to the second (2nd) anniversary of the Effective Date.
Beginning on the. 3rd day of a short-term absence for illness a supply will be called in;
Beginning on the. Employment Termination Date and from time to time until the expiration of the Term (the "Consulting Period"), the Consultant shall perform such services as the Board of Directors of the Company shall request to assist the Company in effecting an orderly and efficient transition in respect of the Merger and the transactions contemplated by the Merger Agreement. The Consultant shall in no event be required to provide consulting services hereunder in excess of 20 hours during any calendar month during the Consulting Period. Any request for the performance of consulting services shall be ineffective unless it is received by the Consultant reasonably in advance of the date such services are to be performed.
Beginning on the first Saturday following October 1, 1999, and at least once each Quarter thereafter, [**30**] since the inception of the Program or the last such calculation, as appropriate, and the amount thereof, if any, shall be due and payable [**30**].
Beginning on the. Distribution Date, the Corporation and IMS HEALTH shall, and shall cause each of their Controlled Entities to: retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by any member of the Pre-Distribution Cognizant Group or any combination of such members and for any audits and litigation relating to such Tax Returns or to any Taxes payable by any member of the Pre-Distribution Cognizant Group or any combination of such members; and
Beginning on the. Employment Termination Date and from time to time until the expiration of the Term (the "Consulting Period"), the Consultant shall perform such services as the Board of Directors of the Company shall request to assist the Company in effecting an orderly and efficient transition in respect of the Merger and the transactions contemplated by the Merger Agreement. The Consultant shall in no event be required to provide consulting services hereunder in excess of (i) 120 hours during the first calendar month following the Effective Date, (ii) 70 hours during the second calendar month following the Effective Date, (iii) 40 hours during the third calendar month following the Effective Date and (iv) 20 hours during every other calendar month during the Consulting Period. Any request for the performance of consulting services shall be ineffective unless it is received by the Consultant reasonably in advance of the date such services are to be performed.
Beginning on the. Employment Resignation Date, the Company and Executive hereby agree to terminate the Employment Agreement and the Employment Agreement shall be of no further force and effect as of such date. In addition, effective on the Employment Resignation Date, Executive hereby resigns his positions as President and Chief Financial Officer, and shall no longer be employed by the Company. The parties agree that termination of the Employment Agreement is by mutual consent and that Executive shall not be entitled to receive any benefits or compensation pursuant to the termination provisions, or any other provisions, under the Employment Agreement after the Employment Resignation Date, except as specifically identified in this Agreement. Each of the parties agrees to use reasonable efforts up to the Employment Resignation Date to transfer the positions of President and Chief Financial Officer to a successor(s) without disruption to the operations of the Company’s business. The foregoing shall not operate to preclude Executive from spending a reasonable amount of time between the Effective Date and the Employment Resignation Date seeking out employment opportunities or finalizing plans for subsequent employment.
