Item 2. This Agreement may be terminated by CONSULTANT as follows: (1) for cause, if CITY materially breaches this Agreement through no fault of CONSULTANT and CITY neither cures such material breach nor makes reasonable progress toward cure within 15 business days after CONSULTANT has given written notice of the alleged breach to CITY, or (2) upon five (5) business days’ notice if Services provided under this Agreement have been suspended by either CITY or CONSULTANT for more than 60 calendar days in the aggregate.
Item 2. 15.3 delivered by the Company to Parent herewith contains a list of all employment and consulting agreements, pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, profit sharing, deferred compensation agreements, stock, option, bonus or other incentive plans, vacation, sick, holiday or other paid leave plans, severance plans or other similar employee benefit plans maintained by the Company and each of its subsidiaries (the "Employee Plans"), including, without limitation, all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company has delivered true and complete copies or descriptions of all the Employee Plans to Parent and Parent's counsel. Except as set forth in Item 2.15.3, each of the Employee Plans, and its operation and administration, is, in all material respects, in compliance with all applicable, federal, state, local and other governmental laws and ordinances, orders, rules and regulations, including the requirements of ERISA and the Code. Except as set forth in Item 2.15.3, all such Employee Plans that are "employee pension benefit plans" (as defined in Section 3(2) of ERISA) which are intended to qualify under Section 401(a)(8) of the Code have received favorable determination letters that such plans satisfy the qualification requirements of the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984 and the Retirement Equity Act of 1984. In addition, neither the Company nor any of its subsidiaries has ever been a participant in any "prohibited transaction" within the meaning of Section 406 of ERISA with respect to any employee pension benefit plan (as defined in Section 3(2) of ERISA) which the Company or such subsidiary sponsors as employer or in which the Company or such subsidiary participates as an employer, which was not otherwise exempt pursuant to Section 408 of ERISA (including any individual exemption granted under Section 408(a) of ERISA), or which could result in an excise tax under the Code. The group health plans, as defined in Section 4980B(g) of the Code, that benefit employees of the Company and its subsidiaries are in material compliance with the continuation coverage requirements of subsection 4980B of the Code. There are no outstanding violations of Section 4980B of the Code with respect to any Employee Plan, covered employees or qualified beneficiar...
Item 2. Target objectives – Value commitments The Distributor shall achieve at least 80% of the sales defined in the Business Plan. For the year 2020-2022 target objectives shall be negotiated in good faith and may be amended by mutual agreement between the Parties on a quarterly basis. It being clarified that in the event such agreement is reached and executed between the Parties on a quarterly basis it shall automatically become a part of this Agreement without there being the need for any additional agreement to give effect to the same. It shall be read co- terminus with this agreement. Any new understanding on target objectives which is agreed and signed will override the existing one. If the Distributor does not achieve the Target Objective, as defined in this Agreement, the Supplier reserves the right to cancel the exclusivity of distribution granted to the Distributor in the Territory (if any) or to consider such non-achievement as a breach of this Agreement.
Item 2. Develop plans that would allow PEL technology to be tested and be flight qualified in orbit / space via the SMC Optimus One vehicle.
Item 2. This project is not a state-funded grant or loan; therefore, the “Child Support Order Compliance,” as stated in Article 2.14 of the Special Provision to Item 2, “Instructions to Bidders,” will not be implemented.
Item 2. 15.3 delivered by CFI to Prism herewith contains a list of all employment and consulting agreements, pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, profit sharing, deferred compensation agreements, stock, option, bonus or other incentive plans, vacation, sick, holiday or other paid leave plans, severance plans or other similar employee benefit plans maintained by CFI (the "Employee Plans"), including without limitation all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). CFI has delivered true and complete copies or descriptions of all the Employee Plans to Prism and Prism 's counsel. Each of the Employee Plans, and its operation and administration, is, in all material respects, in compliance with all applicable, federal, state, local and other governmental laws and ordinances, orders, rules and regulations, including the requirements of ERISA and the Code. All such Employee Plans that are "employee pension benefit plans" (as defined in Section 3(2) of ERISA) which are intended to qualify under Section
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 10 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk...................................................... 18 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings........................................... 19 ITEM 2. Changes in Securities and Use of Proceeds................... 19
Item 2. 1.2.6, Clause Two, of the agreement amended hereby shall become effective as of the execution hereof with the following wording:
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 7 PART II OTHER INFORMATION Item 1. Legal Proceedings........................................... 11 Item 2. Changes in Securities....................................... 11 Item 3. Default Upon Senior Securities.............................. 11 Item 4. Submission of Matters to a Vote of Security Holders......... 11
Item 2. 15.3 contains a list of all severance agreements, pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, profit sharing, deferred compensation agreements, stock, option, bonus or other incentive plans, vacation, sick, holiday or other paid leave plans, severance plans or other similar employee benefit plans maintained by Target or any trade or business which is treated as a single employer with Target within the meaning of Code Section 414(b), (c), (m) or (o) (each an "ERISA Affiliate") or in which any employees of Target participate (the "Employee Plans"), including without limitation all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), as well as all employment and consulting agreements to which Target is a party. Except as disclosed in Item 2.15.3, each of the Employee Plans, and its operation and administration, is in compliance in all material respects with each of the respective Employee Plans' terms and with all applicable, federal, state, local and other governmental laws and ordinances, orders, rules and regulations, including the requirements of ERISA and the Code. Target has delivered or made available to Acquirer a true and complete copy of, to the extent applicable, (a) all Employee Plans as well as all employment and consulting agreements to which Target is a party as amended, (b) the three most recent annual reports (Form 5500s), (c) each trust agreement related to such Employee Plans, (d) most recent summary plan description for each Employee Plan for which a description is required, (e) the most recent Internal Revenue Service determination letter issued with respect to any Employee Plan, and (f) any material contract regarding the funding arrangements for any Employee Plan. Except as disclosed in Item 2.15.3, all such Employee Plans that are "employee pension benefit plans" (as defined in Section 3(2) of ERISA) which are intended to qualify under Section 401(a) of the Code have received favorable determination opinion, notification or advisory letters with respect to such plans that such plans comply with the Tax Reform Act of 1986 or have remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified states of each such Employee Plan. In addition, Ta...
