CONDUCT OF REVIEWS Sample Clauses

CONDUCT OF REVIEWS. Within a period (the "Review Period") of six months beginning on each of the dates referred to in Clause 5.5 (the "Review Dates") the Executive Committee shall review in consultation with the Settlement System Administrator and the Pool Auditor the operation in practice of this Agreement and the Settlement System to assess whether the principal objects and purpose set out in Clause 4.1 are being or could be better achieved. In carrying out each such review the Executive Committee shall give due consideration to any matter referred to it by any Party, the Pool Auditor, the Director or the Secretary of State. Clauses 5.5 to 5.15 (inclusive) shall have effect in relation to the reviews described in this Clause 5.3, and such reviews shall be in addition to the reviews associated with the Transitional Arrangements.
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CONDUCT OF REVIEWS. F9 In undertaking a review, the Reviewer shall assess the quality of the work carried out on behalf of the client and the Board in line with guidelines published by the Council pursuant to Rule 4 of the Practice Rules. The Reviewer shall apply the criteria and marking system as agreed by the Board and the Council. F10 The Reviewer shall supply the Administrator with the completed reports of the review in electronic or other form, using the standard forms agreed by the Committee, and providing such additional information as he/she considers appropriate or is asked for. F11 The outcome of an earlier review or reviews of a practice unit (whether or not in the same cycle of reviews) shall be brought to the attention of the Reviewer at the next review of that practice unit and the Reviewer will be asked to comment on any changes in performance of the practice unit since an earlier review in his/her report. F12 The Committee may ask a Reviewer to attend a meeting of the Committee to discuss his/her reports on a review of a practice unit. F13 Where, on considering the report(s) received from a Reviewer(s) on a review of a practice unit, the Committee decides not to ratify a recommendation made by a Reviewer, it shall record its reason for that decision.
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CONDUCT OF REVIEWS. Buyer will indemnify, defend, and hold Seller harmless from and against any damage, loss, cost or expense for personal injury or property damage caused by Buyer or its agents in connection with its due diligence reviews, inspections or examinations at the Property. In the event of termination hereunder, Buyer shall return all documents and other materials furnished by or on behalf of Seller hereunder. The parties acknowledge that the information and data received or obtained in connection with the transactions contemplated hereunder are subject to that certain confidentiality letter agreement dated November 2, 1997; provided, that upon completion of the Closing, the November 2, 1997 letter agreement shall terminate and be of no further force or effect.
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CONDUCT OF REVIEWS. Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such damage, loss, cost or expense for personal injury or property damage caused by Buyer or its agents in connection with its due diligence reviews, inspections or examinations. Buyer hereby represents and warrants to Seller that Buyer did not make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings or the like) and has or promptly hereafter will return the Property to its prior condition and repair. Upon request by Seller, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party. In the event of termination hereunder, Buyer shall return all documents and other materials furnished by or on behalf of Seller hereunder. Buyer hereby represents and warrants that Buyer has, and at all times hereinafter, shall, keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential, except to the extent that disclosure is required by law. The provisions of this paragraph 4B shall survive the closing of the transactions hereunder (or the earlier termination of this Agreement).
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CONDUCT OF REVIEWS. Optionee hereby represents, warrants and covenants to Optionor that Optionee at all times has conducted its due diligence reviews, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Optionor or the Property and so as to not unduly interfere with or disturb any tenants or any other person or entity at the Property, and Optionee will indemnify, defend, and hold Optionor and the Property harmless from and against any such damage, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement). Provided Optionee shall comply with the terms of the "Confidentiality Agreement" (as defined below). Optionee's indemnification obligation shall not include any such damage, loss, cost or expense arising out of, relating to or attributable to information concerning the existing condition of the Property (including existing defects to the Property) or other matters with respect to the Property discovered by Optionee as a result of such reviews, inspections or examinations. Optionee further represents and warrants to Optionor that Optionee did not, and will not prior to Closing, make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Optionor's prior knowledge and consent (and in all events promptly return the Property to its prior condition and repair thereafter). If for any reason the transactions hereunder shall fail to close, Optionee shall promptly deliver (without representation or warranty) to Optionor true, accurate and complete copies of any written reports (or last drafts thereof, if final reports were not issued) relating to the Property prepared for or on behalf of Optionee by any third party (other than those respecting economic performance or issues of management or those as to which the consent of such third party is required but whose consent, after reasonable good efforts by Optionee to obtain the same, is not granted) and shall, upon written request, destroy or return all documents and other materials furnished by Optionor hereunder. Optionee shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential in accordance with that certain confidentiality agreement ("Confidentiality Agreement") dated February 21, 1997.
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CONDUCT OF REVIEWS. Within a period (the "Review Period") of six months beginning on each of the dates referred to in Clause 5.5 (the "Review Dates") the Executive Committee shall review (in consultation with the Settlement System Administrator, the Pool Auditor and, to the extent that the Executive Committee considers it appropriate, the Pool Agents) the operation in practice of this Agreement and the Settlement System to assess whether the principal objects and purpose set out in Clause 4.1 are being or could be better achieved. In carrying out each such review the Executive Committee shall give due consideration to any matter referred to it by any Party or Pool Agent, the Pool Auditor, the Director or the Secretary of State. Clauses 5.5 to 5.15 (inclusive) shall have effect in relation to the reviews described in this Clause 5.3, and such reviews shall be in addition to the reviews associated with the Transitional Arrangements.
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CONDUCT OF REVIEWS. Buyer hereby represents and warrants to Seller that Buyer at all times conducted its due diligence review, inspections and examinations in a manner so as to not cause damage, loss, cost or expense to Seller or the Property and so as to not interfere with or disturb any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such damage, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement). Buyer further represents and warrants to Seller that Buyer did not make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings or the like) without Seller's prior knowledge and consent (and in all events promptly returned the Property to its prior condition and repair thereafter). If the transactions hereunder shall fail to close, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party (other than those respecting economic performance or issues of management) and shall return all documents and other materials furnished by Seller hereunder. Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential.
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Related to CONDUCT OF REVIEWS

  • Conduct of Research Each Party will perform its Research Activities diligently and in good scientific manner, in compliance with all Applicable Laws, including cGMP, GLP, and GCP, as applicable. Each Party will devote the efforts of suitably qualified and trained employees and research assistants capable of carrying out the Research Activities set forth under the Research Plan to a professional workmanlike standard.

  • Conduct of Hearing The arbitrator shall hold the hearing in Tampa, Florida, unless otherwise agreed by the parties. The hearing shall commence within twenty-five (25) days of the arbitrator's acceptance of selection, or as soon thereafter as is practicable, and the arbitrator shall issue the decision within forty-five (45) days of the close of the hearing or the submission of briefs, whichever is later, unless additional time is agreed to by the parties. The decision shall be in writing and shall set forth findings of fact, reasoning, and conclusions on the issues submitted. Except as expressly specified in this procedure, the provisions of the Florida Arbitration Code, Chapter 682, Florida Statutes, shall not apply. Except as modified by the provisions of the Collective Bargaining Agreement, arbitration proceedings shall be conducted in accordance with the rules and procedures of the American Arbitration Association.

  • Conduct of mediation In consultation with the mediator, the parties must determine a location, timetable and procedure for the mediation or, if the parties cannot agree on these matters within 7 Working Days of the appointment of the mediator these matters will be determined by the mediator.

  • Conduct of a Meeting The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • Examination and Review (i) After receipt of the Closing Working Capital Statement, Carlyle and X. Xxxxx shall have 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Carlyle and X. Xxxxx and their accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by, Parent and Parent’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Parent’s possession) relating to the Closing Working Capital Statement as Carlyle and X. Xxxxx may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Parent or the Company. (ii) On or prior to the last day of the Review Period, Carlyle and X. Xxxxx may object to the Closing Working Capital Statement by delivering to Parent a written statement setting forth Carlyle and X. Xxxxx’x objections in reasonable detail, indicating each disputed item or amount and the basis for Carlyle and X. Xxxxx’x disagreement therewith (the “Statement of Objections”). If Carlyle and X. Xxxxx fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post‑Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Carlyle and X. Xxxxx. If Xxxxxxx and X. Xxxxx deliver the Statement of Objections before the expiration of the Review Period, Carlyle, X. Xxxxx and Parent shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post‑Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Carlyle, X. Xxxxx and Parent, shall be final and binding. (iii) If Carlyle, X. Xxxxx and Parent fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants other than Carlyle’s audit firm or Parent’s audit firm (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post‑Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively. (iv) Fees of the Independent Accountants. The fees and expenses of the Independent Accountant shall be paid by Carlyle and X. Xxxxx, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to Carlyle and X. Xxxxx or Parent, respectively, bears to the aggregate amount actually contested by Carlyle and X. Xxxxx and Parent. (v) The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post‑Closing Adjustment shall be conclusive and binding upon the parties hereto. (vi) Except as otherwise provided herein, any payment of the Post‑Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account (or issued to X. Xxxxx and the Management Members in the case of the issuance of Class A‑1 Units) as is directed by Carlyle and X. Xxxxx or Parent, as the case may be. The amount of any Post‑Closing Adjustment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 6%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

  • Conduct of the Study 3.1 Athenex shall act as the sponsor of the Study and shall hold the IND/CTA relating to the Study; provided, however, that in no event shall Athenex file a separate IND/CTA for the Study unless required by Regulatory Authorities to do so. If a Regulatory Authority requests a separate IND/CTA for the Study the Parties will meet and mutually agree on an approach to address such requirement. 3.2 Athenex shall ensure that the Study is performed in accordance with this Agreement, the Protocol and all Applicable Law, including GCP. 3.3 Athenex shall ensure that all directions from any Regulatory Authority and/or ethics committee with jurisdiction over the Study are followed. Further, Athenex shall ensure that all Regulatory Approvals from any Regulatory Authority and/or ethics committee with jurisdiction over the Study are obtained prior to initiating performance of the Study. Athenex shall participate in and lead all discussions with any Regulatory Authority regarding the Study, provided, however, that Lilly shall have the right (but no obligation) to participate in any discussions with a Regulatory Authority, and prior review and approval of any written communications with a Regulatory Authorty, regarding matters related to the Lilly Compound. 3.4 Athenex shall maintain reports and all related documentation (paper or electronic versions as applicable) in good scientific manner and in compliance with Applicable Law. Athenex shall provide any Study information and documentation reasonably requested to enable Lilly to (i) comply with any of its legal and regulatory obligations, or any request by any Regulatory Authority, in each case, to the extent related to the Study or such the Lilly Compound, (ii) satisfy any contractual obligation to a subcontractor engaged pursuant to Section 2.4 hereof, and (iii) to determine whether the Study has been performed by Athenex in accordance with this Agreement. 3.5 Athenex shall ensure that all patient authorizations and consents, and all consents from other data subjects, for the processing, use and disclosure of their data and the Clinical Data, required under HIPAA, the EU Data Protection Directive, EU General Data Protection Regulation, and any other similar Applicable Law in connection with the Study, permit the use and sharing of the Clinical Data as set forth in this Agreement, including the sharing of Clinical Data with Lilly. 3.6 All Clinical Data, including raw data and results, generated under this Agreement, as well as the protocol(s), analyses, plans and any other documentation prepared by one or more of the Parties under this Agreement specifically for use in connection with the Study and related to the Lilly Compound, shall be jointly owned by Lilly and Athenex.

  • Effect of Review Interconnected Transmission Owner's and Transmission Provider’s reviews of Interconnection Customer's initial drawings of the Customer Interconnection Facilities shall not be construed as confirming, endorsing or providing a warranty as to the fitness, safety, durability or reliability of such facilities or the design thereof. At its sole cost and expense, Interconnection Customer shall make such changes to the design of the Customer Interconnection Facilities as may reasonably be required by Transmission Provider, in consultation with the Interconnected Transmission Owner, to ensure that the Customer Interconnection Facilities meet Applicable Standards and, to the extent that design of the Customer Interconnection Facilities is included in the Facilities Study, to ensure that such facilities conform with the Facilities Study.

  • Reviews (a) During the term of this Agreement and for 7 years after the term of this Agreement, the HSP agrees that the Funder or its authorized representatives may conduct a Review of the HSP to confirm the HSP’s fulfillment of its obligations under this Agreement. For these purposes the Funder or its authorized representatives may, upon 24 hours’ Notice to the HSP and during normal business hours enter the HSP’s premises to: inspect and copy any financial records, invoices and other finance- related documents, other than personal health information as defined in the Enabling Legislation, in the possession or under the control of the HSP which relate to the Funding or otherwise to the Services; and inspect and copy non-financial records, other than personal health information as defined in the Enabling Legislation, in the possession or under the control of the HSP which relate to the Funding, the Services or otherwise to the performance of the HSP under this Agreement. (b) The cost of any Review will be borne by the HSP if the Review: (1) was made necessary because the HSP did not comply with a requirement under the Enabling Legislation or this Agreement; or (2) indicates that the HSP has not fulfilled its obligations under this Agreement, including its obligations under Applicable Law and Applicable Policy. (c) To assist in respect of the rights set out in (a) above, the HSP shall disclose any information requested by the Funder or its authorized representatives and shall do so in a form requested by the Funder or its authorized representatives. (d) The HSP may not commence a proceeding for damages or otherwise against any person with respect to any act done or omitted to be done, any conclusion reached or report submitted that is done in good faith in respect of a Review.