Alternative Solutions Sample Clauses

Alternative Solutions. If alternative solutions are offered, please submit the information in the same format, as a separate proposal.
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Alternative Solutions. The parties recognize that there may be various solutions to a specific aspect of the Project (including the technology built into the System). DBS will propose solutions which it reasonably believes will best meet the needs of the LLC Group while complying with the defined scope of work. If LLC or the Eurex Entities, respectively, reject a proposed solution that meets all of the requirements of this Agreement in favor of an alternative, DBS will inform LLC or the Eurex Entities, respectively, in writing within two weeks of receipt of the alternative proposal about any anticipated increased costs or delay and, if appropriate, additional resources which are required, as well as all anticipated problems with the solution selected by LLC or the Eurex Entities, respectively, such as impact on service levels. If the parties cannot reach agreement either at the operational level or after discussing the matter in the Steering Committee, LLC or the Eurex Entities, respectively, can insist on its alternative solution. In this event, DBS will be obliged to perform the work on the alternative solution once a corresponding Change Request, in which LLC or the Eurex Entities, respectively, agrees to compensate DBS for such work in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2), has been signed by LLC or the Eurex Entities, respectively. The obligation of DBS to perform work under such a Change Request is subject to the condition precedent that DBS has reasonable access to the additional resources set forth in the notice submitted to LLC or the Eurex Entities, respectively, under sentence 3. Notwithstanding LLC's or the Eurex Entities' insistence on their alternative solution, DBS remains responsible pursuant to Clause 3.1 for the successful completion of work under this Agreement. (S) 7
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Alternative Solutions. The parties recognize that there may be various solutions to a specific aspect of the Project (including the technology built into the System). DBS will propose solutions which it reasonably believes will best meet the needs of the LLC Group while complying with the defined scope of work. If LLC rejects a proposed solution that meets all of the requirements of this Agreement in favor of an alternative, DBS will inform LLC in writing within two weeks of receipt of the alternative proposal about any anticipated increased costs or delay and, if appropriate, additional resources which are required, as well as all anticipated problems with the solution selected by LLC such as impact on service levels. If the parties cannot reach agreement either at the operational level or after discussing the matter in the Steering Committee, LLC can insist on its alternative solution. In this event, DBS will be obliged to perform the work on the alternative solution once a corresponding Change Request, in which LLC agrees to compensate DBS for such work in accordance with the then-applicable DBS Catalogue of Prices (see, Clause 9.2), has been signed by LLC. The obligation of DBS to perform work under such a Change Request is subject to the condition precedent that DBS has reasonable access to the additional resources set forth in the notice submitted to LLC under sentence 3. Notwithstanding LLC's insistence on its alternative solution, DBS remains responsible pursuant to Clause 3.1 for the successful completion of work under this Agreement.
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Alternative Solutions. Offer the Licensee a substitute or alternative Software solution that is non- infringing, of equivalent functionality, and acceptable to the Licensee. If no such solution is feasible, the Licensor may terminate the Agreement according to the termination provisions herein, with any pre-paid fees for the unused portion of the Term to be refunded to the Licensee.
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Alternative Solutions. Summary of alternative solutions studied by the candidate country: Reasons why the competent national authorities have concluded that there is absence of alternative solutions
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Alternative Solutions. If applicable law and regulations of the Beneficiary's state of residence make delivery of ALCAN Shares impossible in fact or in law, XXXXX agrees to offer to the Beneficiary an alternative solution allowing the maintenance, for the Beneficiary, of the economic equilibrium resulting from Formula One provided FOR in this Liquidity Agreement. XXXXX shall keep BNP promptly informed of the foregoing. Assumptions used: - Number of Pechiney Shares Subscribed for or Acquired ("NPSSA") by exercise of Options: 500 Pechiney Shares - Cash amount ("CA") delivered in connection with the Offer for one XXXXXXXX Share: € 25.60 - Average Value ("AV") of Alcan Shares finally used in connection with the Offer: € 35.00 - Reference Value ("RV") of Alcan Shares finally used in connection with the Offer (the greater of € 27.40 or the above-described Average Value): € 35.00 € - Number of Alcan Shares Offered ("NASO") in connection with the Offer for one PECHINEY Share: 0.6543 ALCAN Share. On the basis of these assumptions, the following number of Shares to be delivered ("NASR") under Formula One: [ € 25.60 + (0.6543 x € 35.00) ] x 500 Pechiney Shares = 692.8643 ALCAN Shares rounded up to 693 ALCAN Shares € 35.00 2.1 - Beneficiary's waiver of Options (Pechiney Shares). By signing and returning to PECHINEY the Acceptance Form to this Liquidity Agreement, the Beneficiary shall be deemed to have irrevocably waived the Options granted to him/her under each Options Plan with respect to which he/she will have elected Formula Two and will irrevocably instruct PECHINEY to have such Options cancelled by BNP. On the other hand, ALCAN irrevocably undertakes to grant to the Beneficiary new options enabling him/her to subscribe for or acquire ALCAN Shares, that (i) will contain all of the characteristics provided for under the Options Plan with respect to which the Beneficiary will have elected Formula Two and (ii) will thus be exercisable during a period corresponding to the unexpired term of the Exercise Period of the Options concerned (the "New Options"). 2.2 - Exercise price of the New Options. For each Options Plan with respect to which the Beneficiary will have elected Formula Two, ALCAN will grant to the Beneficiary New Options enabling him/her to subscribe for, or acquire, ALCAN Shares on the basis of one (1) ALCAN Share for one (1) New Option, at a price per ALCAN Share calculated as follows, such price to be then rounded down to the nearest Euro cent: EPAO = ( AV ) x EPPO where "EPAO...
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Alternative Solutions. If alternative solutions are offered, the information should be submitted in the same format as a standard proposed response but must be clearly marked as an “Alternative Proposal”. If a proponent submits more than one proposal each must be separately and uniquely identified.
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Alternative Solutions. If the Contractor suggests improvements or alternative solutions which will be to the benefit of NT, or both parties, he shall send NT a request for a Variation Order in accordance with clause 15.3.
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Related to Alternative Solutions

  • Alternative Warning Xxxxxxx may, but is not required to, use the alternative short-form warning as set forth in this § 2.3(b) (“Alternative Warning”) as follows: WARNING: Cancer and Reproductive Harm - xxx.X00Xxxxxxxx.xx.xxx.

  • Alternative Structure Notwithstanding any provision of this Agreement to the contrary, Parent may at any time modify the structure of the acquisition of the Company set forth herein, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, provided that (i) the Merger Consideration to be paid to the holders of Company Common Stock is not thereby changed in kind or reduced in amount as a result of such modification, (ii) such modification will not adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration and (iii) such modification will not materially delay or jeopardize receipt of any required approvals of Governmental Authorities.

  • Alternative Proposals Prior to the Effective Time, the Company agrees (a) that neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries, knowingly permit their respective officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, initiate, solicit or encourage, directly or indirectly, the submission of any proposal or offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, consolidation, reorganization, exchange, plan of liquidation or similar transaction involving the Company or its Subsidiaries, or any purchase of any equity securities of the Company or all or any significant portion of the assets of the Company or its Subsidiaries other than the transactions contemplated hereby (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Alternative Proposal or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will promptly cease and cause to be terminated any existing activities, discussions or negotiations with any person or entity conducted heretofore with respect to any of the foregoing; and (c) that it will notify the Purchaser promptly if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Company; provided, however, that nothing contained in this Section 5.1 shall prohibit the Board of Directors of the Company and its authorized representatives from (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited Alternative Proposal, if, and only to the extent that, (A) the Board of Directors of the Company, based upon the advice of outside counsel, determines in good faith that such action is required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (B) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, the Company provides written notice to the Purchaser to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (C) the Company keeps the Purchaser reasonably informed of the status and all material information with respect to any such discussions or negotiations; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Nothing in this Section 5.1 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 7 hereof), (y) permit the Company to enter into any agreement with respect to an Alternative Proposal for as long as this Agreement remains in effect (it being agreed that for as long as this Agreement remains in effect, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation of the Company under this Agreement.

  • Alternative Transactions (a) Except as otherwise permitted by this Section 6.02, from the date of this Agreement until the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries, or any director, officer or employee of the Company or any Company Subsidiary or any investment banker, attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) initiate, solicit, propose or knowingly encourage (including by providing information), or take any other action to knowingly facilitate, any Alternative Transaction Proposal, or any inquiries or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish or provide access to any Person any information or data concerning the Company or any Company Subsidiary with respect to, any Alternative Transaction Proposal (except to disclose the existence of the provisions of this Section 6.02) or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction Proposal, (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, (iv) approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Alternative Transaction Proposal, or that contradicts this Agreement or requires the Company to abandon this Agreement; or (v) resolve, propose, commit or agree to do any of the foregoing. The Company shall, and shall cause each of the Company Subsidiaries to, immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Transaction Proposal. The Company shall promptly inform the Company Representatives of the Company’s obligations under this Section 6.02. The Company shall immediately terminate electronic access to the Company’s electronic datasite located on wxx.xxxxxxxxxx.xxx for each Person other than Parent and its Representatives.

  • Alternative Resolution Methods Any time during the grievance process, by mutual consent, the parties may use alternative methods to resolve the dispute. If the parties agree to use alternative methods, the time frames in this Article are suspended. If the selected alternative method does not result in a resolution, the Union may return to the grievance process and the time frames resume. Any expenses and fees of alternative methods will be shared equally by the parties.

  • Alternative Action In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Bank or Plan Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank, provided that such alternative act does not violate Code Section 409A.

  • Network Upgrades and Distribution Upgrades The Participating TO shall design, procure, construct, install, and own the Network Upgrades and Distribution Upgrades described in Appendix A. The Interconnection Customer shall be responsible for all costs related to Distribution Upgrades. Unless the Participating TO elects to fund the capital for the Distribution Upgrades and Network Upgrades, they shall be solely funded by the Interconnection Customer.

  • Alternative Work Schedule An alternate forty (40) hour work schedule (other than five (5) uniform and consecutive eight (8) hour days in a seven (7) day period), or for hospital personnel an eighty (80) hour workweek in a fourteen (14) day period and other mutually agreed upon schedules that comply with applicable federal and state law. Employee work schedules normally include two (2) consecutive days off.

  • Innovative Scheduling Schedules which are inconsistent with the Collective Agreement provisions may be developed in order to improve quality of working life, support continuity of resident care, ensure adequate staffing resources, and support cost-efficiency. The parties agree that such innovative schedules may be determined locally by the Home and the Union subject to the following principles: (a) Such schedules shall be established by mutual agreement of the Home and the Union; (b) These schedules may pertain to full-time and/or part-time employees; (c) The introduction of such schedules and trial periods, if any, shall be determined by the local parties. Such schedules may be discontinued by either party with notice as determined through local negotiations; (d) Upon written agreement of the Home and the Union, the parties may agree to amend collective agreement provisions to accommodate any innovative unit schedules; (e) It is understood and agreed that these arrangements are based on individual circumstances and each agreement is made on a without prejudice or precedent basis. (f) It is understood and agreed that these arrangements can be utilized for temporary job postings for seasonal coverage (e.g. weekend workers, etc.).

  • Alternative The provisions of Paragraph 5 will apply.