Fremont Clause Samples

Fremont. Vendor's Principal Place of Business (State)

Fremont. (i) The Company is party to a Lease Agreement, dated as of August 26, 2002 between the Company and BNP Paribas Leasing Corporation (the “Fremont Lease”), a Pledge Agreement among BNP Paribas Leasing Corporation (“BNPPLC”), BNP Paribas (“BNPP”), as Agent, the Company and the other Participants as described therein, dated as of August 26, 2002 (the “BNP Pledge Agreement”) and certain other “Operative Documents” (as such term is defined in the Common Definitions Schedule for Agreements between BNP Paribas Leasing Corporation and the Company dated as of August 26, 2002) with respect to the facility located at 4▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “Fremont Facility”). Parent will cause the Company to assign and transfer to Solectron USA Inc. or an Affiliate thereof (other than a Company Entity) (the “Solectron Assignee”), for nominal consideration all of its right, title and interest in and to the Fremont Lease, the Operative Documents, the “Collateral” (as defined in Section 2.1 of the Pledge Agreement), and the “Property” (as defined in the Fremont Lease), but excluding, however, any personal property interest in any assets located at the Fremont Facility which are used primarily for the Business as opposed to the operation of the “Real Property” and “Improvements” (as defined in the Fremont Lease). The Solectron Assignee will enter into a sub-lease agreement with the Company whereby the Solectron Assignee will agree to sub-lease a portion of the Fremont Facility to the Company upon the principal terms set forth on Schedule 9.1(c)(i). (ii) The individuals set forth in Schedule 9.1(c)(ii) hereto are employees of the Company Entities as of the date hereof.

Fremont. City-owned half-acre will be home to Warm Springs Innovation Center, a possible spot for startups and manufacturing

Fremont. These communities are largely composed of African American and Latino populations. As of April 2010, the unemployment rate in the Oakland‐Hayward‐Fremont area of Alameda County is currently 11.4%. Each partner in the collaboration will provide services and resources as approapirate to their core programs. Collaborative Partners Partner responsibilities Partners include: • ▇▇▇▇▇ Street Family Resource Center • ▇▇▇▇▇▇ College • Alameda County Workforce Investment Board (ACWIB) • Hayward Unified School District • San Leandro Unified School District • California State University, East Bay • Alameda County Office of Education (ACOE) • California School Age Consortium (CalSAC) • ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Foundation • Boys & Girls Club of San Leandro • Bay Area Community Resources (BACR) o Oversight, planning, development and coordination of collaborative o Development and implementation o Fiscal oversight, invoicing and payments to subcontractors o Selection, hiring, and supervision of Student Support Specialists—case managers for student/interns. Providing all support services and coordination of services at DSFRC, ▇▇▇▇▇▇, and with job placement. This includes but is not limited to: emergency food/ clothing, transportation funds, employment support, housing support, counseling and other social service support o Project development and implementation o Coordination with enrollment, registration and financial aid applications for all students/interns o Priority processing of financial aid applications for all students/interns o Development, coordination and provision of curriculum, classes and educational aspects of the program o Articulation of students from Chabot to CalState East Bay Alameda County Workforce Investment Board (ACWIB) provides evaluation, project oversight and demographic and other data collection for the project. They will be utilizing their expertise on behalf of the project to handle enrollment into the WIA system, participant tracking, and reporting. Specifically, California School Age Consortium (CalSAC) will providing an initial (20) hours training at the beginning of the program before the Bridge program begins so that students will be ready to interview successfully and be placed in after school employment. They will conduct ongoing training throughout the grant period. CalSAC will also continue to develop relationships with our after school partners and assist in placement of our participants with those employers. o Hayward Unified School...

Fremont. Company Residence (State)

Fremont. In consideration of the benefits of this Agreement and the Ancillary Agreements to Fremont and in order to induce Employers Insurance to enter into this Agreement, Fremont hereby covenants and agrees that subject to Section 8.03(b) hereof, during the Non-Compete Period, neither Fremont nor any of its Affiliates shall, without the prior written consent of Employers Insurance, directly or indirectly: (i) engage in insurance or reinsurance business relating to workers' compensation, including policies and services of the type provided by or through the Business at any time since January 1, 1999 (the "Competitive Activities"); (ii) solicit any customer or prospective customer of the Business to purchase any policies or services of the type sold by or through the Business at any time since January 1, 1999; (iii) establish, acquire, operate, engage in, manage or own any equity interest in any business that engages in Competitive Activities; (iv) do anything to cause any officer, director, employee, consultant, agent, broker or distributor of the Business to terminate or sever his or her employment or other relationship with the Business for the purpose of competing with or proposing to compete with the Business, or for the purpose of damaging the Business in any way; (v) do anything to cause or encourage any insurer or reinsurer to terminate, modify or fail to renew any insurance or reinsurance policy or treaty or other contract or other relationship with the Business; or (vi) use or transfer or otherwise disclose to any third party any confidential information included in any Books and Records or any other confidential information about or relating to the Business. Fremont specifically agrees that this covenant is an integral part of the inducement of Employers Insurance to enter into this Agreement and that Employers Insurance (or its successors or assigns) and its Affiliates shall be entitled to injunctive relief in addition to all other legal and equitable rights and remedies available to it in connection with any breach by Fremont or any of its Affiliates of any provision of this Section 8.03 and that, notwithstanding the foregoing, no right, power or remedy conferred upon or reserved or exercised by Employers Insurance in this Section 8.03 is intended to be exclusive of any other right, power or remedy, each and every one of which (now or hereafter existing at law, in equity, by statute or otherwise) shall be cumulative and concurrent.

Fremont. Fremont" means Fremont Investment & Loan, a California industrial bank and -------- a participant in the Loans, and its successors and assigns.

Fremont. “Fremont Assets” means collectively, (a) the land described in Exhibit A-1 attached hereto (collectively, the “Fremont Land”), (b) the buildings, improvements, and structures located upon the Fremont Land (collectively, the “Fremont Improvements”), (c) all other easements and rights appurtenant to the Fremont Land, together with any and all mineral and mineral rights, oil and gas and oil and gas rights, other hydrocarbon substances and rights, water and water rights, and ▇▇▇▇▇, well rights and well permits pertaining to or benefiting the Fremont Land or the Fremont Improvements, if any (collectively, the “Fremont Appurtenant Rights”, and together with the Fremont Land and the Fremont Improvements, the “Fremont Real Property”), (d) all right, title and interest of Fremont in, to and under the “Leases” (as hereinafter defined) of the Fremont Real Property and, to the extent assignable, the “Contracts” (as hereinafter defined) relating to the Fremont Assets, (e) all right, title and interest of Fremont, if any, in and to the fixtures, equipment and other tangible personal property attached, related or appurtenant to the Fremont Real Property (collectively, the “Fremont Personal Property”) and (f) to the extent assignable without consent or payment of any kind, all right, title and interest of Fremont in, to and under any governmental permits, licenses and approvals, warranties and guarantees that Fremont has received in connection with any work or services performed with respect to or equipment installed in, the Fremont Improvements, and all right, title and interest of Fremont to trade names and trademarks used in connection with the ownership, operation, use or occupancy of the Fremont Real Property (collectively, the “Fremont Intangible Property”, and together with the Fremont Real Property, the applicable Leases, the applicable Contracts, and the Fremont Personal Property, the “Fremont Property”). The Applicable Seller of the Fremont Property is Fremont.