PARTIES TO THE AGREEMENT The parties to the Agreement (hereinafter "Party" or "Parties") are:
1. PDL International Pte Ltd NEPTUNE PACIFIC DIRECT LINE PTE. LTD. ("PDL NPDL") 000 Xxxxx Xxxxxx, #03-00,PIL Building 8 Xxxxxx Road, #03-01 Singapore Xxxxxx Xxxx, Xxxxxxxxx, 000000 228095
2. Pacific Forum Line (Group) Limited ("PFLG") X.X. Xxx 000, 0xx Xxxxx Xxxxxx Xxxxx Lini Highway Port Vila Vanuatu
Amendment to the Agreement Pursuant to Section 8.3 of the Agreement, Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
AMENDING THE AGREEMENT 4.1 The Agreement may only be amended by a written agreement duly executed by the Parties.
Administration of the Agreement The Agreement shall be administered by the Board of Directors of the Company or its delegate (the “Administrator”). Subject to the provisions of the Agreement, the Administrator shall have full and final authority in its discretion to take any action with respect to the Agreement including, without limitation, the authority to (i) determine all matters relating to the payments; (ii) establish, amend and rescind rules and regulations for the administration of the Agreement; and (iii) construe and interpret the Agreement, to interpret rules and regulations for administering the Agreement and to make all other determinations deemed necessary or advisable for administering the Agreement. Except to the extent otherwise required under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the Administrator shall have the authority, in its sole discretion, to accelerate the date that any Consultation Payments or Separation Payments which were not otherwise vested or earned shall become vested or earned in whole or in part without any obligation to accelerate such date with respect to any other employee. The Administrator also may in its sole discretion determine that Executive’s rights or payments under the Agreement shall be subject to reduction, cancellation, forfeiture or recoupment due to conduct by Executive that is determined by the Administrator to be detrimental to the business or reputation of the Company, including, without limitation, upon termination of employment for cause; violation of policies of the Company; or breach of non-solicitation, noncompetition, confidentiality or other restrictive covenants that apply to the Executive. In addition to action by meeting in accordance with applicable laws, any action of the Administrator with respect to the Agreement may be taken by a written instrument signed by the Administrator (including, where the Board or a committee serves as the Administrator, by written consent signed by all of the members of the Board, or all of the members of a committee, and any such action so taken by written consent shall be as fully effective as if it had been taken by a majority of the members at a meeting duly held and called). No individual shall be liable while acting as Administrator for any action or determination made in good faith with respect to the Agreement, and any such individual shall be entitled to indemnification and reimbursement in the manner provided in the Company’s certificate of incorporation and bylaws and/or under applicable law.
Operation of the Agreement The Parties recognize that it is impractical in this Agreement to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Agreement shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Agreement either Party believes that this Agreement is operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary to remove the cause or causes of such unfairness, but failure to agree on any action pursuant to this Clause 8.2 shall not give rise to a dispute subject to arbitration in accordance with Clause 9 hereof.
ENDING THE AGREEMENT 8.1 As well as any other rights we have, we can end the Agreement and/or a Related Agreement at any time, with immediate effect if:
(a) you don't pay Charges when they are due. This includes any deposit we've asked for;
(b) you break this Agreement and/or a Related Agreement in any other material way and you don't correct the situation within 7 days of us asking you to;
(c) we reasonably believe that the Service is being used in a way forbidden by paragraph 6, even if you don't know that the Service is being used in such a way;
(d) you're in breach of paragraphs 6.3 (a)-(f) or you persistently behave in a way that would allow us to bar your SIM Card in accordance with paragraph 7 of this Agreement;
(e) we reasonably believe that you are infringing or have infringed our Rights or the Rights of a third party;
(f) you are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors; or
(g) you refuse to return or unreasonably delay in returning any payment, refund or credit that has been made to you in error or for the incorrect amount.
8.2 This Agreement can be ended by either you or by us giving at least 30 days' Notice (in line with paragraph 19). Unless your statutory rights allow otherwise, you must pay us any outstanding Charges, including the Charges for this notice period.
8.3 Unless otherwise specified, if you end this Agreement during any Minimum Period or we end this Agreement under paragraph 8.1(a)-(e) and (g), you must pay us a fee of no more than each of the Monthly Subscription Charges up to the end of the Minimum Period. If you pay us the fee of no more than each of the Monthly Subscription Charges up to the end of that Minimum Period in a single payment, we may reduce the amount due by a rate determined by us. This doesn't apply if you end the Agreement for the one of reasons in paragraph 8.4 below.
8.4 You can end this Agreement by giving us Notice (in line with paragraph 19 if:
(a) we break a material term of this Agreement which completely restricts our ability to provide you with the Service and we don't correct it within 7 days of receiving your complaint;
(b) we go into liquidation or a receiver or administrator is appointed over our assets;
(c) we increase our Charges in a way that would allow you to end the Agreement under the terms of this Agreement or
(d) we change the terms of this Agreement to your significant disadvantage (which for the avoidance of doubt shall not include an increase in Charges for Additional Services, or an increase in Charges as permitted under the terms of this Agreement.
8.5 If you end this Agreement and have a credit on your final bill, please contact Customer Services and we'll arrange to have this refunded to you.
Execution of the Agreement The Company, the party executing this Agreement on behalf of the Company, and the Consultant, have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and the Consultant of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Consultant and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. Delivery may take place via facsimile transmission.
Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.
Modifications to the Agreement This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.
Changes to the Agreement XOOM may make changes to any term or condition in this Agreement at any time except for the electricity price. We will notify you of any material change to the Agreement in writing at least forty- five (45) days before any such change be applied to your bill or take effect. If you do not terminate the Agreement before the effective date of the change, the change will become effective on the date stated in the notice. Moving: When moving to an address within your Local Utility’s service territory, XOOM will make every effort to transfer your service to your new service address when you move to an address within your Local Utility’s service territory, provided that you notify XOOM within fifteen (15) days of your move. If a transfer of service is not successful or you move to a location outside your Local Utility’s service territory, you may cancel this Agreement at no cost to you. Failure to notify XOOM of your move will be considered a cancellation of this Agreement in accordance with its terms.
