CERTAIN OPERATIONAL PROVISIONS Sample Clauses

CERTAIN OPERATIONAL PROVISIONS. 12.1 Financial, Accounting, Banking and other Matters 26 12.2 Annual Budget and Business Plan 27 12.3 Insurance 27 12.4 Financial and Other Information 27 12.5 Support Services 28 12.6 Tax Returns 28 ARTICLE 13: INDEMNIFICATION AND CONTRIBUTION 13.1 Indemnification by JVC of Individuals 29 13.2 Indemnification by Members for Unauthorized Acts, Etc. 31 13.3 Indemnification by Members for Third Party Claims 31 13.4 Indemnification of Members for Proportionate Liability 31 13.5 Indemnification Procedures 32 13.6 Remedies Cumulative 34 13.7 Survival of Indemnification 34 ARTICLE 14 TRANSFERS OF JVC INTERESTS AND BUY-SELL 14.1 General 34 14.2 General Restrictions on Transfer 34 14.3 Buy-Sell Rights 35 14.4 Sale to Third Party 36 14.5 Transfer to Related Party 37 ARTICLE 14A RECALCULATION 37 ARTICLE 14B EFFECT OF RECALCULATION 39 ARTICLE 14C CALL OPTION 40 ARTICLE 14D REINSTATEMENT / MAINTENANCE OF 50:50 MEMBER RATIO 41 ARTICLE 14E FUNDING OF JVC 41 ARTICLE 15: DEFAULTS 42 15.1 Default 42 15.2 Effect of Default 44 15.3 Other Breaches 44 15.4 Dissolution 44 15.5 Winding Up 45
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CERTAIN OPERATIONAL PROVISIONS. 4.1 eBay acknowledges and agrees that FairMarket shall not be primarily responsible for complying with applicable laws relating to the design, operation and fulfillment of a Customer's Loyalty Program (including but not limited to federal and state laws relating to sweepstakes and lotteries) and shall not be liable for any failure to do so; provided, however, FairMarket shall assist eBay (or the Customer), at its reasonable instruction, to comply with such laws, including modifying the applicable Promotion Site and the FairMarket Service, in each case as mutually and reasonably agreed by FairMarket and eBay in writing, subject to any applicable mutually agreed upon Professional Services fees and other related provisions of the applicable Promotion Site Addendum. 4.2 FairMarket warrants that the FairMarket Service will be provided by FairMarket on a 7 day per week, 24 hour per day basis and (excluding (a) scheduled maintenance time as defined below, (b) the effect of any action taken by eBay, any Customer or any of their respective customers, suppliers or agents and (c) the effect of any software, hardware or service provided by eBay, any Customer or any of their respective customers, suppliers or agents) each Promotion Site and the FairMarket Service will be available for a minimum of [*]% of the total time available measured at the end of each full calendar month during the Term of this Agreement. If either a Promotion Site or the FairMarket Service is available (subject to the exclusions described above) less than [*]% during each of three (3) consecutive calendar months during the Term (a "Measurement Period"), eBay may at its option: (i) receive a credit against future amounts payable equal to [*]; or (ii) terminate this Agreement at anytime during the thirty (30) day period following end of such Measurement Period, upon thirty (30) days written notice to FairMarket; provided however, termination of this Agreement shall not affect any Promotion Site Addenda to the Master Promotion Site Agreement then in effect. Notwithstanding any provision of this Agreement to the contrary, the remedies expressly set forth in this paragraph shall be the exclusive remedies available to eBay under this Agreement in respect of any claims, damages, liabilities and costs arising out of or resulting from any failure of any Promotion Site or the FairMarket Service to meet the performance standards set forth in this paragraph; provided however, nothing herein shall supercede ...
CERTAIN OPERATIONAL PROVISIONS 

Related to CERTAIN OPERATIONAL PROVISIONS

  • Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.

  • Transitional Provisions 24.1. As from the official date of entry into force of the 01 series of amendments to this Regulation, no Contracting Party applying this Regulation shall refuse to grant or refuse to accept type approval under this Regulation as amended by the 01 series of amendments. 24.2. As from 12 months after the date of entry into force of the 01 series of amendments to this Regulation, Contracting Parties applying this Regulation shall grant approvals only if the type of components to be approved meets the requirements of Part I of this Regulation as amended by the 01 series of amendments to this Regulation. 24.3. Type approvals of components other than fuel rail, as defined in paragraph 4.72., granted according to the original version of this Regulation or of components granted according to the 01 series of amendments, shall remain valid and shall be accepted for the purpose of their installation on vehicles as long as the requirements for the specific component have not changed by any series of amendments. 24.4. As from 18 months after the date of entry into force of the 01 series of amendments to this Regulation, Contracting Parties applying this Regulation shall grant approvals only if the vehicle type to be approved meets the requirements of Part II of this Regulation as amended by the 01 series of amendments to this Regulation. 24.5. Until 12 months after the date of entry into force of the 01 series of amendments to this Regulation, Contracting Parties applying this Regulation can continue to grant type approvals for the type of components to the original version of this Regulation without taking into account the provisions of the 01 series of amendments. 24.6. Until 18 months after the date of entry into force of the 01 series of amendments to this Regulation, Contracting Parties applying this Regulation can continue to grant type approvals for the vehicle type to the original version of this Regulation without taking into account the provisions of the 01 series of amendments. 24.7. Notwithstanding the provisions of paragraphs 24.5. and 24.6., Contracting Parties applying this Regulation shall not refuse to grant extensions of type approvals for existing types of component or vehicle types which have been issued according to this Regulation without taking into account the provisions of the 01 series of amendments to this Regulation. 24.8. As from the official date of entry into force of the 02 series of amendments to this Regulation, no Contracting Party applying this Regulation shall refuse to grant or refuse to accept type approval under this Regulation as amended by the 02 series of amendments. 24.9. As from 1 September 2017 Contracting Parties applying this Regulation shall grant approvals only if the type of components to be approved meets the requirements of Part I of this Regulation as amended by the 02 series of amendments to this Regulation. 24.10. As from 1 September 2018 Contracting Parties applying this Regulation shall grant approvals only if the vehicle type to be approved meets the requirements of Part II of this Regulation as amended by the 02 series of amendments to this Regulation. 24.11. As from 1 September 2019 Contracting Parties applying this Regulation may refuse to recognize approvals of a type of vehicle which have not been granted in accordance with Part II of this Regulation as amended by the 02 series of amendments to this Regulation. 24.12. Contracting Parties applying this Regulation shall not refuse to grant extensions of type approvals for existing types of component or vehicle types which have been issued according to this Regulation without taking into account the provisions of the 02 series of amendments to this Regulation. 24.13. Notwithstanding paragraphs 24.11. and 24.12., Contracting Parties applying this Regulation shall continue to accept type approvals granted to the preceding series of amendments, which are not affected by the 02 series of amendments.

  • Final Provisions Clause 16

  • Definitions and General Provisions The following words and terms as hereinafter used in this Agreement shall have the following meanings unless otherwise herein provided and unless the context or use clearly indicates an other or different meaning or intent.

  • General Provision (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with: (i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund; (ii) any other provisions of state or federal law applicable to the operation of registered investment companies; (iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”); (iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified; (v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”). (b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services. (c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.

  • Transitional Provision Schedule 3.2 contains a schedule of certain letters of credit issued for the account of the Borrower prior to the Closing Date. Subject to the satisfaction of the conditions contained in Sections 5.1 and 5.2, from and after the Closing Date such letters of credit shall be deemed to be Letters of Credit issued pursuant to this Article III.

  • Local Provisions (Local provisions related to these scheduling arrangements are to be set out in this Article and numbered in sequence.)

  • Definitional Provisions For purposes of this Agreement, (i) those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; (iii) wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; (iv) the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; (v) all references to “Dollars” or “$” shall be construed as being United States Dollars; (vi) the term “including” is not limiting and means “including without limitation”; and, (vii) all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.

  • General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

  • Additional Provisions The By-Laws may include further provisions for Shareholders' votes and meetings and related matters.

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