Representation and Administration Clause Samples
Representation and Administration
Related to Representation and Administration
Representation and costs It is hereby acknowledged by each of the parties hereto that the Company's Counsel acts solely for the Company, and, correspondingly, that the Subscriber has been required by each of the Company's Counsel and the Company to obtain independent legal advice with respect to the Subscriber's review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the parties hereto that the Company's Counsel, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Company and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Company for certain of such persons to act in a similar capacity while acting for the Company as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each party hereto to the role and capacity of the Company's Counsel and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, the Company's Counsel, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any party hereto is in any way affected or uncomfortable with any such capacity or representation. Each party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Company's Counsel, shall be at the cost of the Company.
REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.
Representation and Agreement Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).
Recognition and Representation 1. The Union is the exclusive representative of all bargaining unit employees and has a right to be represented in negotiations, formal discussions, and meetings between employees and the Agency that concern conditions of employment, grievances, personnel policies and practices, or any other matter affecting general working conditions regardless of whether employees desire Union representation, to include during meetings conducted for the purpose of alternative dispute resolution (ADR) such as mediation. This may include Agency sponsored Committees/Meetings dealing with the above subjects. 2. The right to meet and confer will apply to all levels of management within the SCNG and within the Union, starting with the Union ▇▇▇▇▇▇▇ (if one is assigned) and the first level supervisor. It is the intent of the Parties to meet and confer at the lowest level for problem resolution. If the Parties at the initial point of contact feel resolution of a matter is outside their jurisdiction, the matter will be referred to a higher level. This includes Agency sponsored Committees/Meetings dealing with the subjects herein. 3. The Union’s right to be represented does not extend to informal discussions and meetings between an employee and the Agency. 4. The Agency shall recognize all Officers and Representatives designated by the Union, to include National Representatives. Upon request, the Union will provide the Agency, in writing, a list of all current Officers and Representatives, to include Stewards. 5. The Union’s primary point of contact for all matters is the designated State Representative, or any other representative appointed by the Union. The State Representative or designee will be given reasonable notice of and will be provided reasonable time to be present at meetings or formal discussions concerning any grievance, personnel policy or practice, or other general condition of employment. 6. The Agency shall not interfere in internal Union business. Internal Union business shall be conducted during non-duty hours, or while an employee is in a non-duty status. 7. The Agency agrees that there will be no restraint, interference, coercion, or discrimination against Union representatives as a result of performing their authorized duties under the Statute, and that no employee will be reassigned as a result of participating in protected activity. 8. To the extent that it does not interfere with Management’s Rights under Article 4, the Union, in consonance with its right to represent, may propose new policy, changes in policy, or resolutions to issues, involving conditions of employment or working conditions that are not covered by this Agreement. When the Union submits a proposal to the Agency IAW this Paragraph, the Parties have a duty to negotiate (to the extent that the subject is negotiable) and/or bargain the impact/implementation of said proposal IAW Section 6.3. 9. The LIUNA Local 1776 Business Manager, or their designated representative, is the only official authorized to reach final binding agreement on behalf of the Union concerning any workplace matter and regardless of whether the matter is covered by this Agreement. 10. Most of the information an employee shares with the Union is confidential, unless: a. The Union waives confidentiality; b. The Union reveals the information to someone other than a Union representative; or, c. If the Agency has an overriding need for the information or if it deems their need to know the information as a serious matter.
Representations and Indemnities of Broker Relationships Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.