Incorporation of Preamble and Recitals The Preamble and Recitals of this Agreement are incorporated into the terms and conditions of this Agreement and made a part thereof.
Introductory Paragraph—Original THIS GUARANTY (this “Guaranty”), dated as of , 20 , is made by (the “Guarantor”), a organized and existing under the laws of , in favor of Ameren Illinois Company d/b/a Ameren Illinois (the “Guaranteed Party”), a corporation organized and existing under the laws of the State of Illinois. Terms not defined herein shall have the meanings given to them in the [ ] dated , 20 (as amended, modified or extended from time to time, the “Agreement”), between the Guaranteed Party and , a organized and existing under the laws of (the “Counterparty”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement with the Counterparty. Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party the full and prompt payment and performance when due, subject to any applicable grace period, of all payment obligations of the Counterparty to the Guaranteed Party arising out of the Agreement. Without limiting the generality of the foregoing, Guarantor further agrees as follows:
DELETE IN ITS ENTIRETY AND REPLACE WITH THE FOLLOWING A. The Employer shall not demand or require any applicant for employment or prospective employment or any employee to submit to or take a polygraph, lie detector or similar test or examination as a condition of employment or continued employment.
Modification to Article IV, Section 7 of the DPA Article IV, Section 7 of the DPA (Advertising Limitations) is amended by deleting the stricken text as follows: Provider is prohibited from using, disclosing, or selling Student Data to (a) inform, influence, or enable Targeted Advertising; or (b) develop a profile of a student, family member/guardian or group, for any purpose other than providing the Service to LEA. This section does not prohibit Provider from using Student Data (i) for adaptive learning or customized student learning (including generating personalized learning recommendations); or (ii) to make product recommendations to teachers or LEA employees; or (iii) to notify account holders about new education product updates, features, or services or from otherwise using Student Data as permitted in this DPA and its accompanying exhibits. [SIGNATURES BELOW]
NEGOTIATION OF SUCCESSOR AGREEMENT For the purposes of negotiating a successor Agreement, APSOU and the University will meet between April 1, 2018, and June 30, 2018, to begin negotiations of a Successor Agreement. APSOU will send written notice to the University within ten (10) university days after the meeting specifying those subjects, sections, or articles it proposes to open for negotiations. Ten (10) university days after the University receives APSOU’s request, the University will send written notice to APSOU specifying those subjects, sections or articles it proposes for negotiations. Those sections of this Agreement not reopened by said notices or by subsequent mutual agreement shall automatically become part of any Successor Agreement. Negotiations of the Successor Agreement shall begin no later than ten (10) university days after APSOU receives the University’s notification, or such date thereafter as may be mutually agreed upon by the parties. The terms of the 2015-18 CBA remain in effect until the completion of bargaining the successor agreement or until the dispute resolution procedures governing negotiations described in ORS 243.712-ORS 243.726 are completed.
Termination on Insolvency and Change of Control 43.1. The Authority may terminate the Contractor’s interest in the Framework Agreement with immediate effect by notice where in respect of the Contractor:
THE SECOND SCHEDULE ABOVE REFERRED TO (UNIT) All That the Residential Flat / Apartment bearing No. containing a Carpet Area of Square Feet [Built-up Area whereof being Square Feet (inclusive of the area of the balcony(ies) / verandah(s) being Square Feet more or less) and Chargeable Area being Square Feet, which is inclusive of pro rata share in the Common Areas and Installations] more or less, With the Store Room bearing No. containing a Carpet Area of Square Feet [Built-up Area whereof being Square Feet and Chargeable Area being Square Feet, which is inclusive of pro rata share in the Common Areas and Installations] more or less, both on the floor of the Block at the said Premises described in the First Schedule hereinabove written and shown in the Plan annexed hereto, duly bordered thereon in “Red”. With exclusive right to use the Open Private Terrace attached to the said Apartment, containing an area of Square Feet, and shown in the Plan annexed hereto, duly bordered thereon in “ ”. With exclusive right to use the green / garden attached to the said Apartment, containing an area of Square Feet, and shown in the Plan annexed hereto, duly bordered thereon in “ ”. With right to park motor car/s (stack Parking) in the covered space in the Ground Floor of the Building, exact location to be identified by the Promoter on or before the Deemed Date of Possession. With right to park motor car/s (stack Parking) in the open compound of the said Premises, exact location to be identified by the Promoter on or before the Deemed Date of Possession. THE THIRD SCHEDULE ABOVE REFERRED TO PART-I (Common Areas and Installations)
Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.
H1 Termination on Insolvency and Change of Control H1.1 The Authority may terminate the Contract with immediate effect by notice in writing and without compensation to the Contractor where the Contractor is a company and in respect of the Contractor:
Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. 2
