Application and Procedure Sample Clauses

Application and Procedure. Should any Member at any time desire to Dispose of all or a portion of its Units (except in the circumstances described in the proviso to Section 4.5(b)(i)(A) hereof and the first proviso to Section 4.5(b)(i)(C) hereof, but subject to all other provisions contained in Section 4.5(b)(i) hereof), such Member (the “Disposing Member”) shall promptly give notice thereof (each, a “Disposition Notice”) to the Company and to each other Member (collectively, the “Non-Disposing Members”). The Disposition Notice shall set forth all relevant information with respect to the proposed Disposition, including the name and address of the prospective acquirer, the proposed purchase price, which must be proposed to be and actually be paid in its entirety in cash at closing, the precise Units that are the subject of the Disposition, and copies of all available and relevant proposed purchase and sale documents. Each Non-Disposing Member shall have the preferential right to acquire all or any portion of such Units (I) on the same terms and conditions as are set forth in the Disposition Notice (including, without limitation, the proposed purchase price), (II) on the terms and conditions set forth in Section 4.5(b)(iii)(B) hereof, and (III) in accordance with the following procedures: each Non-Disposing Member shall have 45 Days following its receipt of the Disposition Notice in which to notify the Company and the Disposing Member whether it desires to exercise its preferential right to purchase. A written notice in which a Non-Disposing Member exercises such right is referred to herein as an “Exercise Notice” and each Non-Disposing Member that exercises such right is referred to herein as a “Purchasing Member.” If any Non-Disposing Member does not respond by delivering an Exercise Notice to the Company and the Disposing Member during the period set forth in this Section 4.5(b)(iii)(A), then such Non-Disposing Member shall be deemed to have waived such right. Each Purchasing Member shall have the right to participate in the Disposition in the same proportion that its Sharing Ratio (excluding any Partial Rights) bears to the aggregate Sharing Ratios of all Purchasing Members, collectively (or on such other basis as the Purchasing Members may mutually agree).
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Application and Procedure. (a) Application for a construction permit shall be made in writing to the Building Inspector, subject to review by the Department of Community Development and Planning (DCDP), for all permanent signs. Said applications shall contain the following information: (1) name, address and telephone number of applicant; (2) location and position of sign; (3) drawings and plans showing the building facade and the proposed sign, with specifications, and in the case of symbol or banner signs, section plans are required; (4) written consent of the owner of the building and land; (5) such other information as the Building Inspector, Zoning Enforcement Officer or Planning Board may require; (6) In the case of any projecting, symbol or banner sign, liability insurance in an amount to be determined by the Town to be appropriate (which in no case shall be less than $250,000/$500,000 personal injury and $50,000 property damage) shall be carried by the owner of said sign and a certificate of same shall be filed with the application. (b) Within five working days, the Building Inspector shall refer the application and accompanying material to the DCDP. (c) After receipt of the application and all required material, the DCDP staff shall review the application. The DCDP staff shall submit its recommendations in writing to the Building Inspector. The recommendations shall be based on such sign design booklets and such design guidelines as the Planning Board may adopt. (d) Upon receipt of the DCDP’S report or the lapse of fifteen (15) working days from his referral to the DCDP without such report, the Building Inspector may issue a permit for a sign which conforms to the DCDP’S recommendations, if any, the regulations in the Zoning Ordinance, and such technical requirements as are within the Building Inspector’s jurisdiction. (e) A second review may be requested with the following procedure: (1) If an applicant is aggrieved by the determination of the Building Inspector, he may seek an advisory opinion by the Planning Board. Such action is to take place by the Planning Board not more than 45 days following a request for a hearing before the Planning Board. (2) If the Building Inspector requests an advisory opinion of the Planning Board prior to issuance of the necessary permits for the sign, the Building Inspector or the Zoning Enforcement Officer may submit the matter to the Planning Board within a 45 day period. (3) Neither of the above two actions shall exclude the applicant fro...
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Related to Application and Procedure

  • Application Procedure 7.4.1. Application Priority........................................ 7.4.2. [Reserved].................................................. 7.4.3. Advance Payments............................................

  • Rules and Procedures The Benefit Society By-Laws will be amended to provide for a 6th Director with three Directors appointed by the Unions and three Directors appointed by the Corporation.

  • Dispute Resolution and Governing Law The Parties agree that all disputes arising pursuant to this Agreement shall be resolved by way of negotiations and discussions and with a view to an amicable settlement and mutual benefit of both Parties. Any negotiation for the settlement of dispute shall be governed by the laws of the country where such dispute arises.

  • Review and Procedure Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) to obtain missing or insufficient Review Materials (except to the extent set forth in Section 3.04), or (vi) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of any Eligible Representations. The Asset Representations Reviewer will only be required to perform the Tests provided in Exhibit A and will have no obligation to perform additional testing procedures on any ARR Receivables or to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that described in Section 3.07. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this ARR Agreement and may re-perform a Review with respect to an ARR Receivable as contemplated by Section 3.09. The Issuing Entity expressly agrees that the Asset Representations Reviewer is not advising the Issuing Entity or any Noteholder or any investor or future investor concerning the suitability of the Notes or any investment strategy. The Issuing Entity expressly acknowledges and agrees that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory, or legal matters, and that the Asset Representations Reviewer is not providing legal advice as to any matter.

  • 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.

  • Policy and Procedures If the resident leaves the facility due to hospitalization or a therapeutic leave, the facility shall not be obligated to hold the resident’s bed available until his or her return, unless prior arrangements have been made for a bed hold pursuant to the facility’s “Bed Reservation Policy and Procedure” and pursuant to applicable law. In the absence of a bed hold, the resident is not guaranteed readmission unless the resident is eligible for Medicaid and requires the services provided by the facility. However, the resident may be placed in any appropriate bed in a semi-private room in the facility at the time of his or her return from hospitalization or therapeutic leave provided a bed is available and the resident’s admission is appropriate and meets the readmission requirements of the facility.

  • Dispute Resolution and Jurisdiction Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, except that arbitration shall not apply to (1) controversies and claims of less than $5,000, nor to (2) claims seeking to collect liquidated amounts, such as the Tuition promised by the student. Any legal dispute (not resolved in arbitration) shall be governed by the laws of the state of California, and that Santa Xxxxxxx courts are the exclusive venue.

  • Notice and Procedure Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

  • Application Procedures i) An employee applies for a listing on the system-wide registry through the employee’s Human Resources Department by completing the form in Appendix A. ii) The institution will immediately forward the completed form to the PSEA who will list eligible employees on the system-wide registry. iii) A registrant is responsible to ensure the information is current and to immediately notify the Employer and the local Union if the registrant is no longer available for employment through the Registry.

  • Model Rules of Procedure The procedure before the Panel shall be conducted in accordance with the Model Rules of Procedure set out in Annex 12 (Model Rules of Procedure). Exceptionally, the disputing Parties may agree on different rules to be applied by the Panel. 2. The Model Rules of Procedure are necessary for the good development of all the steps in this Chapter. In addition, these rules shall regulate the development of the procedure, pursuant to the following principles: (a) the procedures shall ensure the right to at least one hearing before the Panel, as well as the opportunity for each disputing Party to provide initial and rebuttal written submissions, and allow the use of any technological means to ensure its authenticity; and (b) the hearings before the Panel, the deliberations, as well as all the submissions and communications submitted during the hearings, shall be confidential.

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