ASSIGNMENT, VACANCIES, PROMOTIONS AND TRANSFERS Sample Clauses

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ASSIGNMENT, VACANCIES, PROMOTIONS AND TRANSFERS. 21.1 Definitions The following definitions will be applicable to this section:

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• Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

• Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

• Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

• Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

• Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

• WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

• Definitions As used in this Agreement, the following terms shall have the following meanings:

• GRIEVANCE PROCEDURE 7.01 For purposes of this Agreement, a grievance is defined as a difference arising between the parties relating to the interpretation, application, administration or alleged violation of the Agreement including any question as to whether a matter is arbitrable.

• Termination This Agreement may be terminated at any time prior to the Closing:

• Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three