Paragraph 12 Sample Clauses

Paragraph 12. 2.2 is without prejudice to the provisions of paragraph 13 enabling either Party to terminate this Agreement.

Paragraph 12. The final sentence of Paragraph 12 shall not apply in the following states: Arkansas, Louisiana, and Wisconsin.

Paragraph 12 a (iv) is hereby deleted to eliminate any prohibition on the opening of steakhouses that do not utilize the Marks.

Paragraph 12. 6.1 above shall not oblige any Finance Party to do anything, and paragraph 12.6.1(c) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of: (a) any law or regulation; (b) any fiduciary duty; or (c) any duty of confidentiality.

Paragraph 12. 1.1.1 shall apply only to transactions of the size set forth therein and shall be enforceable solely by Class Counsel. In the event of such a transaction, 3M shall provide notice to Class Counsel, no later than the day of public announcement of such transaction; provided, however, it is agreed and understood that no transaction subject to Paragraph 12. 1.1.1 shall be consummated until after expiration of the applicable notice period described below. For any transaction triggering Paragraph 12.1.1.1, in conjunction with such notice, 3M shall deliver to Class Counsel the applicable fairness opinion, solvency opinion, or documents reflecting the value of the U.S. assets being sold or transferred, as a percentage (as determined under Paragraph 12. 1.1.1) of 3M’s consolidated total assets (according to 3M’s most recent Form 10-Q or 10-K), with all such documents being subject to reasonable confidentiality restrictions. Any objection under these Paragraphs not raised within thirty (30) calendar days after such notice or within twenty-eight (28) calendar days after Class Counsel’s receipt of such documents, whichever is later, is waived. The sole remedy for such an objection, if timely and deemed valid by the Court, shall be an order enjoining the asset sale or transfer pending compliance with Paragraphs 12. 1.1.1 and 12.1.1.2; in the event of such order, 3M agrees that it will not seek a bond in conjunction with such order.

Paragraph 12. 6.1 above shall not oblige any Party to do anything, which would or might in its reasonable opinion constitute a breach of: (A) any law or regulation; (B) any fiduciary duty; or (C) any duty of confidentiality.

Paragraph 12. Paragraph 12 of the Agreement is amended by deleting the words “a default in the performance of any such obligations shall constitute a default” and replacing it with the following: “an Event of Default in the performance of any such obligations shall constitute an Event of Default by it in respect of all Transactions hereunder.

Paragraph 12. Clauses (a) and (b) of Paragraph 12 of the Agreement are hereby amended and restated to read, in their entirety, as follows: (a) This Agreement shall be in effect from the date hereof until November 12, 2003 ("ORIGINAL TERM") and shall automatically renew itself from year to year thereafter (each such one year renewal being referred to herein as a "RENEWAL TERM") unless (i) the due date of the Liabilities is accelerated pursuant to paragraph 17 hereof; (ii) both Borrower and Nematron elect, or LaSalle elects, to terminate both this Agreement and the Nematron Loan Agreement at the end of the Original Term or at the end of any Renewal Term by giving the other parties written notice of such election at least sixty (60) days prior to the end of the Original Term or the then current Renewal Term, in which case Borrower and Nematron shall pay all of the Liabilities in full on the last day of such term; or (iii) both Borrower and Nematron elect to terminate both this Agreement and the Nematron Loan Agreement at any other time during the Original Term or any Renewal Term upon not less than sixty (60) days' prior written notice to the other parties, in which case Borrower and Nematron shall pay all of the Liabilities in full on the date specified in such written notice. If one or more of the events specified in subparagraphs (i), (ii) or (iii) occurs, this Agreement shall terminate on the date thereafter on which the Liabilities are paid in full; provided, however, that the security interests and liens created under this Agreement, the Nematron Loan Agreement and the Other Agreements shall survive such termination until the date upon which payment and satisfaction in full of the Liabilities shall have occurred. At such time as Borrower and Nematron have repaid all of the Liabilities and both this Agreement and the Nematron Loan Agreement have been terminated, (A) Borrower shall deliver to LaSalle a release, in form and substance reasonably satisfactory to LaSalle, of all obligations and liabilities of LaSalle and its officers, directors, employees, agents, parents, subsidiaries and affiliates to Borrower, and if Borrower is obtaining new financing from another lender, Borrower shall deliver such lender's indemnification of LaSalle, in form and substance reasonably satisfactory to LaSalle, for checks which LaSalle has credited to Borrower's account, but which subsequently are dishonored for

Paragraph 12. (“Safeguarding of Proprietary Rights”) is amended to read in its entirety as follows:

Paragraph 12. 4 - Added guidance on sharing of SEND information when a child changes provider or transitions to school.