We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

1Procedure Sample Clauses

1Procedure. This Agreement may be amended or terminated only by a written agreement signed by both the Employer and the Executive. In the event that the Employer decides to maintain the Policy after termination of the Agreement, the Employer shall be the direct beneficiary of the entire death proceeds of the Policy.
Sample 1Sample 2
1Procedure. The party seeking indemnification ("INDEMNITEE") shall notify the other party ("INDEMNITOR") of any Claim against Indemnitee within fifteen (15) days after it has notice of such Claim, but failure to notify Indemnitor shall in no case prejudice the rights of Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure and then only to the extent of such prejudice. Indemnitee shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employment of such counsel shall have been authorized in writing by Indemnitor in connection with the defense of such action, (b) Indemnitor shall not have employed counsel reasonably approved by Indemnitee to direct the defense of such action or such counsel has not reasonably and diligently defended such action, or (c) Indemnitee shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such action or of Indemnitee), in any of which events such fees and expenses shall be borne by Indemnitor.
Sample 1
1Procedure. Seller and Buyer shall cause the following to occur at the Closing on the Closing Date: (a) The Deed, duly executed and acknowledged by Seller (and a Memorandum of Lease pertaining to the Shoreline Lease, duly executed and acknowledged by Seller and Buyer), shall be recorded in the Official Records of the County of Contra Costa. (b) Seller shall date as of the Closing Date, execute and deliver to Buyer (i) the Shoreline Lease described in section 1.2 hereof, (ii) a Certificate of Non-Foreign Status in accordance with section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder in customary form, (iii) satisfactory evidence that no California withholding of tax is required with respect to the sale of the Property, and (iii) the Navy Rights Assignment described in section 1.3 hereof.. (c) Buyer shall date as of the Closing Date, execute and deliver to Seller the Shoreline Lease. (d) Buyer shall pay to Seller the total Purchase Price for the Property in accordance with section 2.1 hereof. (e) The Title Company shall issue to Buyer the Title Policy. (f) The Title Company shall file the information return for the sale of the Property required by section 6045 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.
Sample 1
1Procedure. (a) Promptly following the end of each Earnout Period, Buyer shall prepare (i) an income statement of the Company for the Earnout Period, which shall be prepared in accordance with GAAP as consistently applied by the Company (the “Income Statement”), and (ii) a computation of Revenue (the “Computation Notice”). Buyer shall deliver the Income Statement and the Computation Notice to Sellers within forty-five (45) days following the end of the applicable Earnout Period. (b) Upon execution of such access letters as may be reasonably required by the Company, Sellers shall be given reasonable access during normal business hours to (and copies of) all the Company’s books, records, and other documents, including work papers, worksheets, notes, and schedules used in preparation of the Income Statement and its computation of Revenue in the Computation Notice for the purpose of reviewing the Income Statement and the Computation Notice. (c) If, within ten (10) days following delivery of the Income Statement and the Computation Notice to Sellers, Sellers has not given Buyer notice of an objection as to any amounts set forth on the Income Statement or the computation of Revenue in the Computation Notice (which notice shall state in reasonable detail the basis of Sellers’ objection) (the “Objection Notice”), the Revenue as computed by Buyer will be final, binding, and conclusive on the Parties. (d) If Sellers timely gives Buyer an Objection Notice, and if Sellers and Buyer fail to resolve the issues raised in the Objection Notice within fifteen (15) days after giving the Objection Notice, Sellers and Buyer shall submit the issues remaining in dispute for resolution to an Independent Accounting Firm selected from any of the considered Big Four accounting firms located in the US at the time resolution is required or such other Independent Accounting Firm as is mutually agreed by the Parties. (e) The Parties shall negotiate in good faith in order to seek agreement on the procedures to be followed by the Independent Accountants, including procedures with regard to the presentation of evidence. If the Parties are unable to agree upon procedures within ten (10) days of the submission to the Independent Accountants, the Independent Accountants shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either Buyer or Seller...
Sample 1
1Procedure. In the event that the Employer initiates disciplinary action against an employee which may result in her suspension or discharge, the procedure outlined herein shall be followed.
Sample 1
1Procedure. The following shall be the procedure for obtaining a category adjustment:
Sample 1
1Procedure. All disputes between the Parties arising from this Contract shall be addressed in the manner noted below.
Sample 1

Related to 1Procedure

  • Procedure If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity may be sought against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter or such Selected Dealer, as the case may be) and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter, such Selected Dealer or Controlling Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected Dealer and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter, Selected Dealer or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.

  • Formal Procedure No different or additional Work or contractual obligations will be authorized or performed unless contemplated within the Scope of Work and memorialized in an amendment or modification of the Contract that is executed in compliance with this Article. No waiver of any term, covenant, or condition of the Contract will be valid unless executed in compliance with this Article. Contractor will not be entitled to payment for Work that is not authorized by a properly executed Contract amendment or modification, or through the express written authorization of HHSC. Any changes to the Contract that results in a change to either the term, fees, or significantly impacting the obligations of the parties to the Contract must be effectuated by a formal Amendment to the Contract. Such Amendment must be signed by the appropriate and duly authorized representative of each party in order to have any effect.

  • General Procedure Subject to the terms and conditions hereinafter set forth, at the Closing each party shall deliver such documents, instruments and materials as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be satisfactory in form and substance to counsel for each party.

  • Referral Procedure Section 4.01 In the interest of maintaining an efficient system of production in the Industry, providing for an orderly procedure of referral of applicants for employment, preserving the legitimate interests of the employees in their employment status within the area and of eliminating discrimination in employment because of membership or non-membership in the Union, the parties hereto agree to the following system of referral of applicants for employment. Section 4.02 The Union shall be the sole and exclusive source of referral of applicants for employment. Section 4.03 The Employer shall have the right to reject any applicant for employment. Section 4.04 The Union shall select and refer applicants for employment without discrimination against such applicants by reason of membership or non-membership in the Union and such selection and referral shall not be affected in any way by rules, regulations, by-laws, constitutional provisions or any other aspect or obligation of Union membership policies or requirements. All such selection and referral shall be in accord with the following procedure. Section 4.05 The Union shall maintain a register of applicants for employment established on the basis of the Classifications and Groups listed below. Each applicant for employment shall be registered in the highest priority Group in the classification or classifications for which he qualifies. GROUP - I. All applicants for employment who have three and one-half (3 1/2) or more years’ experience in the trade, are residents of the geographical area constituting the normal construction labor market, have passed a Journeyman Lineman's examination given by a duly constituted Outside Construction Local Union of the IBEW or have been certified as a Journeyman Lineman by any Outside Joint Apprenticeship and Training Committee, and who have been employed in the trade for a period of at least one (1) year in the last three and one-half (3 1/2) years in the geographical area covered by the collective bargaining agreement. Group I status shall be limited to one Local Union at one time. An applicant who qualifies for Group I in a local union shall be so registered electronically and remain on Group I in that local union unless and until the applicant designates another local union as his or her Group I local union. If an applicant qualifies for Group I status in a local union other than his or her home local union and designates that local as his or her Group I local union, the business manager of the new group 1 status local union shall by electronic means notify the business manager of the applicant’s former Group I status local union.

  • Mediation Procedure The Chairman shall promptly advise the parties of a scheduled Mediation Hearing date. Unless a party requests an expedited procedure, or unless all parties to the proceeding agree to one or more extensions of time, the Mediation Hearing set forth below shall be completed within forty (40) days of BCBSA's receipt of the Complaint. The selected mediators, unless the parties otherwise agree, shall adhere to the following procedure: i. Each party must be represented by its CEO or other representative who has been delegated full authority to resolve the dispute. However, parties may send additional representatives as they see fit. ii. By no later than five (5) days prior to the date designated for the Mediation Hearing, each party shall supply and serve a list of all persons who will be attending the Mediation Hearing, and indicate who will have the authority to resolve the dispute. iii. Each party will be given one-half hour to present its case, beginning with the complaining party (or parties), followed by the other party or parties. The parties are free to structure their presentations as they see fit, using oral statements or direct examination of witnesses. However, neither cross- examination nor questioning of opposing representatives will be permitted. At the close of each presentation, the selected mediators will be given an opportunity to ask questions of the presenters and witnesses. All parties must be present throughout the Mediation Hearing. The selected mediators may extend the time allowed for each party's presentation at the Mediation Hearing. The selected mediators may meet in executive session, outside the presence of the parties, or may meet with the parties separately, to discuss the controversy. iv. After the close of the presentations, the parties will attempt to negotiate a settlement of the dispute. If the parties desire, the selected mediators, or any one or more of the selected mediators, will sit in on the negotiations. v. After the close of the presentations, the selected mediators may meet privately to agree upon a recommendation for resolution of the dispute which would be submitted to the parties for their consideration and approval. If the parties have previously agreed to be bound by the results of this procedure, this recommendation shall be binding upon the parties. vi. The purpose of the Mediation Hearing is to assist the parties to settle their grievances short of mandatory dispute resolution. As a result, the Mediation Hearing has been designed to be as informal as possible. Rules of evidence shall not apply. There will be no transcript of the proceedings, and no party may make a tape recording of the Mediation Hearing. vii. In order to facilitate a free and open discussion, the Mediation proceeding shall remain confidential. A "Stipulation to Confidentiality" which prohibits future use of settlement offers, all position papers or other statements furnished to the selected mediators, and decisions or recommendations in any Mediation proceeding shall be executed by each party. viii. Upon request of the selected mediators, or one of the parties, BCBSA staff may also submit documentation at any time during the proceedings.

  • Dispute Resolution Procedure 21.1 All disputes or grievances arising between the Parties shall as far as practical be resolved at the workplace level through consultation. Accordingly the following procedure must be followed: 21.1.1 Initially the Employee shall discuss any grievance, dispute or claim with their immediate supervisor; 21.1.2 If the matter is not resolved at such a meeting, the Parties may hold further discussions with appropriate senior levels of management; 21.1.3 If the matter cannot be resolved at the workplace level, the Parties agree to refer the matter to Enterprise Initiatives Pty Ltd who will engage a third party mediator to mediate the dispute. Any such mediator will conduct the mediation in accordance with the provisions of Part 13, Division 6 of the Act. 21.2 To the extent that the dispute concerns Employee entitlements or Employer obligations under the Agreement the Employer will ask for the Employee's agreement to seek advice from EI Legal Pty Ltd. 21.3 This dispute resolution procedure does not apply to Employees where the Employer has given notice and reasons for termination according to clause 5 of the Agreement. 21.4 Where the Parties agree to pursue mediation the Parties:- 21.4.1 Will participate in the mediation process in good faith; 21.4.2 Acknowledge the right of other to appoint in writing, another person to act on their behalf in relation to the mediation process; 21.4.3 Agree not to commence any action against the other; and 21.4.4 Agree that during the time when the Parties attempt to resolve the matter: i) the Parties continue to work in accordance with the contract of employment unless the Employee has a reasonable concern about an imminent risk to his or her health or safety; and ii) subject to relevant provisions of any state or territory occupational safety law, even if the Employee has a reasonable concern about an imminent risk to his or her health or safety, the Employee must not unreasonably fail to comply with a direction by his or her Employer to perform other available work, whether at the same workplace or another workplace, that is safe and appropriate for the Employee to perform; and iii) the Parties must cooperate to ensure that the dispute resolution procedures are carried out as quickly as is reasonably possible.

  • Hearing Procedure 5.1. At hearings, the following procedures will be followed, subject to the discretion of the Chair to modify these procedures as circumstances require to ensure a fair hearing: (a) The Chair will open the hearing, introduce the Members of the Panel, and outline how the hearing will proceed. (b) The Clerk will introduce the appeal and confirm that notice of appeal has been provided to all parties in accordance with the Act. (c) The Chair will ask if anyone objects to any Member of the Panel hearing the appeal and any objections may be addressed as a preliminary matter, if necessary. (d) The Chair shall then call upon Administration to outline the matter under appeal and make submissions, if any. (e) The Chair shall then call upon the Applicant if different from the Appellant, to make submissions, if any. (f) The Chair shall then call upon the Appellant to make submissions, if any. (g) The Chair shall then call upon any individuals in favour of the appeal and who are entitled to be heard by the Board in accordance with the Act to speak. (h) The Chair shall then call upon any persons opposed to the appeal and who are entitled to be heard by the Board in accordance with the Act to speak. (i) The Chair will then call upon the Applicant to provide closing comments, if any. (j) The Chair will then call upon Administration to provide closing comments, if any. (k) The Chair will then call upon the Appellant to provide closing comments, if any. (l) Members may ask any presenter questions through the Chair at any time, although questions will generally be asked after the presenter has completed their submissions. (m) Once Members have asked all their questions, the Chair will close the hearing. (n) The Board shall deliberate and make its decision in private in accordance with the Act. 5.2. Submissions to the Board may be made by individuals, their agents, their consultants and their legal counsel. 5.3. All individuals who want to address the Board shall provide their full name, location of residence and indicate whether they are speaking on their own behalf, for another person, or for a group. 5.4. An individual who does not provide their identity will not be given the opportunity to address the Board. 5.5. The Chair may limit repetitious oral submissions.

  • Formal Grievance Procedure 1. In the event that a complaint cannot be resolved informally, the parties shall pursue the first step in the formal grievance procedure before making any application for arbitration, unless the College and the AAUP agree in writing to alter the procedure or waive one or more of the steps by proceeding directly to arbitration. 2. Upon written request of the AAUP Contract Compliance Officer, the College shall submit any requested documents in its possession which may be necessary for investigation of the grievance. The College shall deliver such documents as soon as is reasonably possible, but no later than seven (7) days after receipt of a written request. 3. Internal Steps in the Procedure a. Step One: The Director of Human Resources (1) Within thirty (30) days of when the AAUP learns of, or in the exercise of reasonable diligence should have learned of, an alleged violation of the provisions of this Agreement, the AAUP shall submit to the Director of Human Resources a completed Faculty Grievance Form or a dated, signed, written description of the grievance, clearly labeled "grievance" containing substantially the same information as provided for on the Faculty Grievance Form. (2) Within eight (8) days of receipt of the written grievance, the Director of Human Resources shall convene a meeting to discuss the grievance. Such meeting shall include the grievant(s) and/or the designated representative(s) of the AAUP and shall be scheduled at a time which is mutually convenient to the parties. (3) The Director of Human Resources shall attempt to determine the facts pertaining to the grievance and shall notify the grievant and the AAUP in writing of his/her decision within eight (8) days in a Grievance Disposition Form or in a document containing substantially the same information as contained in a Grievance Disposition Form, which shall include written details of the reasons which support the decision. (4) Within eight (8) days after receipt of the disposition of the Director of Human Resources, the AAUP may appeal the decision in writing to the College Grievance Officer, by submitting a Grievance Disposition Reaction Form or a document containing substantially the same information as contained in a Grievance Disposition Reaction Form. (5) By agreement, the parties may decide to advance the grievance to step two of the procedure, or to appeal directly to arbitration at step D(4) of this article.

  • Informal Procedure A complaint may be presented informally to the administrator whose decision or action is being contested.

  • Claim Procedure Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the Holders representing a majority of the Registrable Securities included in the registration if such Holders are indemnified parties, at the expense of the indemnifying party.

Most Referenced Clauses

Most Referenced Definitions