Subject to Section 12. 04, if an employee is not scheduled to work on a statutory or paid holiday because it is her/his regular day off he/she shall be paid eight (8) hours straight time in addition to her/his monthly salary payable for time worked. If an employee is scheduled to work and actually works on a statutory or paid holiday, he/she shall be paid time and one-half in addition to her/his monthly salary payable for time worked. If an employee is required to work on Christmas or New Year's Day, he/she shall receive an additional four (4) hours pay.
Subject to Section 12. 2, this Agreement may be terminated (except for the provisions referenced in Section 12.2) at any time prior to the Closing upon the occurrence of any one or more of the following:
Subject to Section 12. 9.3, Manager shall indemnify, defend and hold Owner and its Affiliates and their respective directors, officers, employees, agents and assigns (collectively, the "Owner Indemnified Parties") harmless from and against any and all Claims that any Owner Indemnified Party or Parties may incur, become responsible for, or pay out to the extent caused by Manager's Grossly Negligent or Willful Acts.
Subject to Section 12. 04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01,
Subject to Section 12. 3.1, the Company may, in its absolute discretion, remove the Trustee and discharge the Trustee from all further duties hereunder by giving the Trustee 30 days' notice in writing or such shorter notice as the Trustee may accept as sufficient at any time.
Subject to Section 12. 6.4, the Call Closing shall take place no later than sixty (60) Business Days following receipt by the Selling Stockholder or the Investor Stockholder of the notice under Section 12.6.1 on a date specified by the Purchasing Stockholder (the “Call Closing Date”); provided that the Purchasing Stockholder shall give the Selling Stockholders at least ten (10) Business Days’ written notice of the Call Closing Date.
Subject to Section 12. 5.1, the Concessionaire shall, as part of the process of the Concessionaire Conditions Precedent submit its Detailed Engineering Design (in batches at the Concessionaire’s discretion) to the Independent Engineer (with a copy to Authority) within two (2) months of the Effective Date for the approval of the Independent Engineer and Authority (the Proposed Detailed Design). Within thirty (30) days of the receipt of each batch of the Proposed Detailed Design, the Independent Engineer and Authority shall review the same and convey their observations to the Concessionaire with particular reference of the conformity of the same with Applicable Standards and SCHEDULE B (Design Requirements). In case, no comments/observations are provided by the Independent Engineer and/or the Authority, as the case may be, within twenty (20) days of their receipt of the Proposed Detailed Design, the Concessionaire shall notify the Independent Engineer and Authority about such inactivity. In case, no comments are received from the Independent Engineer and/or Authority are received within ten (10) days following such notification, each batch of the Proposed Detailed Design, as submitted by the Concessionaire, will be deemed to be approved by the Independent Engineer and Authority.
Subject to Section 12. 11.1.3, the Parties agree to use Commercially Reasonable Efforts to use the trademark EMPRELVIA® (the “Existing Trademark”) with each Licensed Product being Commercialized in the Licensee Territory and the Cxxxxx Territory. As between the Parties, Cxxxxx will own all right, title, and interest in and to the Existing Trademark and all goodwill associated therewith worldwide. Further, as between the Parties, Cxxxxx will own all rights to any Internet domain names incorporating the Existing Trademark or any variation or part of such Existing Trademark used as its URL address or any part of such address.
Subject to Section 12. 6.2 below, neither Party shall assign its rights or obligations hereunder without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Subject to Section 12. 2.1, Parent shall prepare or cause to be prepared all income Tax Returns for the Company, the Company Subsidiaries, and Blocker that relate to any Pre-Closing Tax Periods and that are due after the Closing Date at least 45 days before the due date thereof (taking into account extensions). Such Tax Returns shall be prepared in a manner consistent with past practice. Representative shall be permitted to review and comment on any such Tax Returns prior to the filing thereof, and Parent shall (x) with respect to any such income Tax Returns of the Company or any Company Subsidiary, incorporate any reasonable comments requested by Representative and (y) with respect to any such income Tax Returns of the Blocker, consider Representative’s reasonable comments in good faith. Parent, Blocker, the Company or the applicable Company Subsidiary shall timely file (or cause to be timely filed) any such Tax Returns. Following the Closing, none of Parent, the Company or any Company Subsidiary shall amend any Tax Return of the Company, the Blocker, or the Company Subsidiaries to the extent that such Tax Return relates to any Pre-Closing Tax Period without the prior written consent of the Representative, which will not be unreasonably withheld, conditioned or delayed.
