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.
Administration of Plan The Plan is administered by the Committee appointed by the Company’s Board of Directors. The Committee has the authority to construe and interpret the Plan, to make rules of general application relating to the Plan, to amend outstanding awards pursuant to the Plan, and to require of any person receiving an award, at the time of such receipt or lapse of restrictions, the execution of any paper or the making of any representation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any State, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay or have paid any such sum that the Committee shall in its discretion, deem necessary by reason of the Internal Revenue Code or any rule or regulation thereunder, or by reason of the tax laws of any State.
Records Administration and Audit 14.1.1 The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as will adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right will survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Master Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
14.1.2 Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.
14.1.3 The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement that requires the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
Benefits of the Administration Agreement Nothing in this Agreement, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder, the Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the Indenture and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. For the avoidance of doubt, the Owner Trustee is a third party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
Administration of Agreement All approvals referenced in this Agreement must be obtained from the parties' contract administrators or their designees. All notices must be given to the parties' contract administrators respectively. The OAG's contract administrator is Xxxxxxxxx X. Xxxxxx, Chief, Bureau of Advocacy and Grants Management. The Provider’s contract administrator will be provided at the time of execution. The parties will provide each other with written notification of any change in its designated representative for this Agreement. Such changes do not require a formal written amendment to this Agreement.
Agreement Preamble Ancillary Agreements Section 4.4(a) Associate Section 8.11 Business Recitals CFC Section 4.17(f) Closing Section 3.1 Closing Date Section 3.1 Code Section 4.17(f) Company Preamble Company Intellectual Property Section 4.8(a) Company Owned Intellectual Property Section 4.8(b) Consideration Shares Section 2.2 Constitutional Documents Section 4.4(a) Conversion Shares Section 2.5 Disclosure Schedule Section 4 Domestic Company Preamble Equity Value of the Company Section 2.3(i) FCPA Section 4.19 HKIAC Section 9.17(b) HK Subsidiary Preamble Indemnitee Section 9.1(a) Indemnifiable Loss Section 9.1(a) Investor Preamble Investor’s Partners Section 8.17(b) Key Employee Section 4.22 Key Holders Preamble Lease Section 4.7(b) Licenses Section 4.8(e) Management Founder Preamble Management Founder Holdco Preamble Market Capitalization of Xunlei Section 2.3(ii) Material Adverse Effect Section 4.1 Material Contract Section 4.9 OFAC Section 4.18(a) OFAC Sanctions Section 4.18(a) OFAC Sanctioned Person Section 4.18(b) Ordinary Shares Section 2.5 Personal Information Section 4.30 PFIC Section 4.17(g) Public Software Section 4.8(g) Purchased Shares Section 2.1 Restriction Period Section 8.11 Restricted Share Agreement Section 6.1(f) SDN List Section 4.18(b) Secretary Section 4.18(a) Series D Investor(s) Recitals Series D Preferred Shares Recitals Series D Special Redemption Section 8.24 Series D Special Redemption Shareholder Section 8.24 Special Redemption Consideration Shares Section 8.24 Special Redemption Price Section 8.24 Subpart F Income Section 8.17(b) Transaction Documents Section 4.4(a) UNCITRAL Rules Section 9.16(b) United States Person Section 4.18(c) WFOE Preamble Xunlei Group Section 8.5(b)
Administration of the Bank a. The Committee maintains records of employees participating, receives requests, verifies validity, approves, and communicates actions to members and to the District.
b. Decisions will be final and made in writing to the applicant within ten (10) working days of the application to the Committee.
c. All requests and actions by the Committee will be confidential.
d. The District will keep records and notify the Committee monthly of new members and days remaining in the Bank.
e. If the Catastrophic Leave Program is discontinued, the Committee will continue to administer Catastrophic Leave days until the days in the Bank are exhausted.
f. In order to protect someone from being charged an extra day when not necessary, the Committee shall set the maximum number of days in the bank after the first year of experience. If the number of days accumulated exceeds the maximum number of days, no contributions will be assessed except for new members wishing to join the bank.
Administration of the Plan Subject to the final authority of the Board, the administration of the plan shall be vested in the Human Resources Department. The Human Resources Department shall keep a record of the credits and deductions for each employee and shall provide a statement in hours to each employee annually of the state of their credit under the plan.
ADMINISTRATION OF CONTRACT NOTICES 5 MAINTENANCE OF RECORDS 5 SEVERABILITY CLAUSE 6 SUCCESSORS IN INTEREST 6 VENUE AND GOVERNING LAW 6 MODIFICATIONS AND AMENDMENTS REQUIRED TO CONFORM TO LEGAL AND ADMINISTRATIVE GUIDELINES 6 TERMINATION 6 INSURANCE 6 INDEMNIFICATION AND HOLD HARMLESS 9 INDEPENDENT CONTRACTOR 9 SUBCONTRACTING 9 CONFLICTS OF INTEREST 10 NON-DISCRIMINATION 10 III. EDUCATIONAL PROGRAM FREE AND APPROPRIATE PUBLIC EDUCATION 11 GENERAL PROGRAM OF INSTRUCTION 11 INSTRUCTIONAL MINUTES 12 CLASS SIZE 12 CALENDARS 13 DATA REPORTING 13 LEAST RESTRICTIVE ENVIRONMENT/DUAL ENROLLMENT 14 STATEWIDE ACHIEVEMENT TESTING 14 MANDATED ATTENDANCE AT LEA MEETINGS 14 POSITIVE BEHAVIOR INTERVENTIONS AND SUPPORTS 15 STUDENT DISCIPLINE 16 IEP TEAM MEETINGS 16 SURROGATE PARENTS AND XXXXXX YOUTH 17 DUE PROCESS PROCEEDINGS 17 COMPLAINT PROCEDURES 17 STUDENT PROGRESS REPORTS/REPORT CARDS AND ASSESSMENTS 18 TRANSCRIPTS 18 STUDENT CHANGE OF RESIDENCE 19 WITHDRAWAL OF STUDENT FROM PROGRAM 19 PARENT ACCESS 19 LICENSED CHILDREN’S INSTITUTION CONTRACTORS AND RESIDENTIAL TREATMENT CENTER CONTRACTORS 19 STATE MEAL MANDATE 20 MONITORING 20 IV. PERSONNEL CLEARANCE REQUIREMENTS 21 STAFF QUALIFICATIONS 21 VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS 22 STAFF ABSENCE 23 48. STAFF PROFESSIONAL BEHAVIOR 23 V. HEALTH AND SAFETY MANDATES HEALTH AND SAFETY 23 FACILITIES AND FACILITIES MODIFICATIONS 24 ADMINISTRATION OF MEDICATION 24 INCIDENT/ACCIDENT REPORTING 24 CHILD ABUSE REPORTING 24 SEXUAL HARASSMENT 25 REPORTING OF MISSING CHILDREN 25 VI. FINANCIAL ENROLLMENT, CONTRACTING, SERVICE TRACKING, ATTENDANCE REPORTING AND BILLING PROCEDURES 25 RIGHT TO WITHHOLD PAYMENT 26 PAYMENT FROM OUTSIDE AGENCIES 27 PAYMENT FOR ABSENCES 27 LEA and/or NONPUBLIC SCHOOL CLOSURE DUE TO EMERGENCY 28 INSPECTION AND AUDIT 28 RATE SCHEDULE 29 DEBARMENT CERTIFICATION 29 EXHIBIT A: RATES 32 EXHIBIT B: INDIVIDUAL SERVICES AGREEMENT 34 NONPUBLIC SCHOOL/AGENCY/RELATED SERVICES PROVIDER:
Provisions Solely to Define Relative Rights The provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of and any premium and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms, (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Debt or (c) prevent the Trustee or the Holder of any Security (or to the extent expressly provided herein, the holder of any Preferred Security) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article XII of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.
