2General. The Judicial Council may terminate this SLA for any reason, upon fifty (50) calendar days written notice to Licensee with a copy to any Lender whose name and contact information has been provided by Licensee to the Judicial Council. In the event the Judicial Council terminates this SLA pursuant to this section none of the Parties shall be in default solely as a result of the Judicial Council’s election to terminate hereunder, and Licensee shall, upon the Judicial Council’s request, fulfill its obligations under Section 11.1. Provided that Licensee was in compliance with this SLA at the time of the Judicial Council’s notice as provided above and Licensee continues to be in compliance with this SLA through the completion of its obligations under Section 11.1 hereof, the Judicial Council shall within sixty (60) calendar days of the Judicial Council’s acceptance of Licensee’s performance of its obligations under Section 11.1 pay Licensee its actual damages established according to proof. No actual damages established according to proof shall be due if the Parties mutually agree to the Judicial Council’s purchase of the System at such price as may be agreed between them based on the fair market value of the System and as consented to by the Lender.
14.1. 3Upon termination of this SLA for default of the Judicial Council, Licensee shall remove the System at its cost and restore the Licensed Area to its original condition, less normal wear and tear, pursuant to Section 11.1 of this SLA. After Licensee has removed the System and restored the Licensed Area, the Judicial Council shall pay Licensee actual damages established according to proof within sixty (60) calendar days of the Judicial Council’s acceptance of the removal of the System and restoration of the Licensed Area.
14.1. 4For the purpose of this SLA and the SPPA, the term “actual damages” shall mean those amounts set forth in the schedule attached hereto as Exhibit T.
2General. Borrower shall have delivered the following documents in form and substance acceptable to Agent in its reasonable discretion (and, as applicable, duly executed):
2General. (1) During the term of this Agreement, THMG:
(a) will cause TMRI to observe and perform each covenant and obligation to be observed and performed by TMRI under this Agreement;
(b) will cause SMMI to observe and perform each covenant and obligation to be observed and performed by SMMI under this Agreement; and
(c) unconditionally and irrevocably guarantees to BMET the due and punctual performance by TMRI and SMMI of each covenant and obligation to be observed and performed by TMRI and SMMI, as applicable, under this Agreement.
(2) The liability of THMG under section 5.2(1) will not be affected by any act, omission, matter or thing that would otherwise operate in Law or in equity to reduce or release THMG from that liability.
(3) During the term of this Agreement, BMET:
(a) will cause BMET USA to observe and perform each covenant and obligation to be observed and performed by BMET USA under this Agreement; and
(b) unconditionally and irrevocably guarantees to THMG the due and punctual performance by BMET USA of each covenant and obligation to be observed and performed by BMET USA under this Agreement.
(4) The liability of BMET under section 5.2(3) will not be affected by any act, omission, matter or thing that would otherwise operate in Law or in equity to reduce or release BMET from that liability.
2General. (a) The parties acknowledge and agree:
(i) that certain requirements in this clause 6.2 of Schedule 2 (Services) reflect the requirements of other participants in the Vaccine supply chain;
(ii) that clause 6 of Schedule 2 (Services) remains subject to further discussion between the IProvider and Health, including to reflect the detailed operational arrangements. Accordingly, the parties agree to work together in good faith to agree any changes to this clause 6 of this Schedule 2 (Services) that may be required or necessary. The IProvider must submit an order variation to an Agency in accordance with the Agency Order to give effect to any agreed amendments; and
(iii) a reference to the Logistics Provider is a reference to any Logistics Provider contracted by Health from time to time.
(b) Where the IProvider is required to provide a notice to Health under this clause 5, the IProvider must:
(i) immediately contact Health Senior Executive on the phone number set out in Schedule 1 (Head Agreement Details) of the Agency Order; and
(ii) as soon as possible (and in any event in accordance with any other relevant timeframe in this clause 6 of Schedule 2 (Services)) provide written notice in accordance with the Agency Order and as otherwise notified by Health in advance (as updated by notice from Health from time to time).
(c) The IProvider agrees to only use Vaccines and Other Vaccines within Australia (and its external territories), except to the extent approved by Health.
(d) The IProvider warrants (in respect of a Vaccine it is administering) that its Personnel are competent in the usual industry practice to receive a Pfizer Shipment, an AstraZeneca Shipment and a Moderna Shipment (as applicable and specified in an Order), including:
(i) immediate receipt into compliant cold chain storage of the Pfizer Vaccine, AstraZeneca Vaccine and the Moderna Vaccine at the Vaccination Sites;
(ii) observing the exterior packaging of the Pfizer Shipment, the AstraZeneca Shipment and the Moderna Shipment for any evidence of damage or tampering;
(iii) checking passive temperature data loggers for cold chain integrity and, when required, downloading the data;
(iv) observing internal packaging, including supplier of vaccine and OEM packaging as relevant, for any evidence of damage or tampering;
(v) quarantining from use any Pfizer Vaccine, AstraZeneca Vaccine and the Moderna Vaccine in respect of which the Workforce have any concerns regarding integrity; and
(vi) engaging with, a...
2General. 1As used in this Agreement:
2General. Any loss, cost, liability, damage or expense (including reasonable attorneys' fees and expenses) incurred by Bank in investigating, preparing for, defending against, providing evidence, producing documents or taking other action in respect of any commenced or threatened litigation, administrative proceeding, suit instituted by any Person or investigation under any law, including any federal securities law, Bankruptcy Code, any relevant state corporate statute or any other securities law, bankruptcy law or law affecting creditors generally of any jurisdiction, or any regulation pertaining to any of the foregoing, or at common law or otherwise, relating, directly or indirectly, to the transactions contemplated by or referred to in, or any other matter related to, the Credit Documents, whether or not Bank is a party to such litigation, proceeding or suit, or is subject to such investigation, except to the extent of any gross negligence or willful misconduct of Bank.
2General. Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.
(a) The singular includes the plural and conversely.
2General. The Parties agree that:
17.2. 1NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT DOES NOT AUTHORIZE ONE PARTY TO SUE FOR OR COLLECT FROM THE OTHER PARTY ITS OWN CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT DAMAGES, LOST PROFITS, LOSS OF RESERVES IN THE GROUND, EXEMPLARY OR PUNITIVE DAMAGES AND EACH PARTY HEREBY WAIVES ANY AND ALL CLAIMS IT MAY HAVE AGAINST THE OTHER PARTY FOR ITS OWN SUCH DAMAGES.
2General. The effectiveness of the iCLM personal offers is highly dependent on communicating these offers to customers at the right time and the right context. iCLM will calculate on demand (per request) optional new offers for each subscriber, given the subscriber’s up-to-date information. These offers, along with offers that were already activated for the subscriber, will be categorized (e.g., TU offers, spend offers, data offers, etc.). This mechanism is referred to as Offers-On-Demand (OOD). 3Flow For each request that MK2/ the mini site initiates to iCLM, the response will be optional multiple offers, divided into categories. Some of the offers require explicit selection by the subscriber (e.g., selecting an offer to buy a new data bundle). Other offers do not require such explicit selection by the subscriber (e.g., TU offer), in which case MK2 / the mini site may be required to assume that once the offer is presented to the subscriber, the offer is implicitly “selected”, and it should initiate a selection request to iCLM. 4Interface Specifications iCLM will expose a Web Service for the purpose of integrating with Kyivstar’s MK2 system and the mini site. The transport protocol is SOAP/HTTP(S). The web service will support the following operations: getOffers – to retrieve categorized offers (in a tree structure) for a subscriber selectOffer – to indicate the selection of a certain offer by the subscriber reportVisitedCategory – to allow feedback into the decisioning system regarding subscribers’ interest reportVisitedOffer – to allow analyzing subscribers’ behavior The interface definition is “generic” in its nature and supports more operations and a few channels. For the purpose of this integration only the above operations are relevant, using the MK2 and mini-site channels.
2General. This Agreement shall in no way affect the rights and obligations of the Administrations arising from the Constitution and Convention of the International Telecommunication Union (ITU), the administrative Regulations and Agreements concluded within the framework of the ITU as well as other pertinent inter-governmental agreements. Administrations shall assign frequencies exclusively in accordance with the provisions of this Agreement. If co-ordination is required, it shall be done prior to the putting into operation of the radio station affected. If necessary, the Administrations may agree on provisions that are different from or supplementary to the provisions of this Agreement, which, however, must not adversely affect Administrations that are not concerned. The Fixed and Land Mobile Services which do not come under the responsibility of the Administrations or which usage is restricted for national defence purposes or for which information is not available due to security reasons shall not be governed by the provisions of this Agreement unless otherwise provided for. In the case of the Land Mobile Service the effective radiated power and the effective antenna height of stations shall be chosen so that their range is confined to the area to be covered. Excessive antenna heights and transmitter outputs shall be avoided by using several locations and low effective antenna heights. Directional antennas shall be used in order to minimise the potential of interference to the neighbouring country. The maximum cross-border ranges of harmful interference for frequencies requiring co-ordination are given in Annex 1. The effective radiated power and the antenna height of stations in the Fixed Service shall be chosen according to the radio links lengths and the required quality of service. Excessive antenna heights, excessive transmitter outputs and too low antenna directivities shall be avoided in order to minimise the potential of interference to the country affected.
