Contractual and Financial Matters Sample Clauses

Contractual and Financial Matters. 18.1.3.1 Notwithstanding Article 18.1.1.4, a Member who has any interest, direct or indirect, in any contract, transaction, proposed contract or proposed transaction under consideration by the University and is part of the decision-making process shall (a) declare the nature and extent of the interest as soon as possible and no later than the meeting at which the matter is to be considered; (b) refrain from taking part in any discussion or voting in relation to the matter; and (c) withdraw from the meeting when the matter is being discussed. 18.1.3.2 In particular, and without limiting the generality of the foregoing, unless specifically authorized by the Xxxxxxx and Vice-Principal (Academic) or designate, after full written disclosure of the conflict, a Member shall not (a) with University funds or with funds administered by the University, knowingly authorize the purchase of equipment, supplies, services or real property from a source with which the Member, or any individual with whom she/he has an immediate familial, sexual or financial relationship, has a material financial interest; or (b) engage any individual with whom the Member has an immediate familial, sexual or financial relationship in any capacity for which remuneration comes from University funds or from funds administered by the University.
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Contractual and Financial Matters. 9.6.1 A Member who has any interest, directly or indirectly, in any contract, transaction, proposed contract or proposed transaction under consideration by the University and is part of the decision making process with respect to same, shall, (a) declare the nature and extent of the interest as soon as possible and no later than any meeting in which the Member participates and at which the matter is to be considered; (b) refrain from taking part in any discussion or decision-making vote in relation to the matter; and (c) withdraw from any meeting when the matter is being discussed if requested to do so by a majority of the members present at the meeting. 9.6.2 In particular, and without limiting the generality of the foregoing, unless specifically authorized by the Vice-President: Academic or designate after full written disclosure of the conflict, Members shall not: (a) with University funds or with funds administered by the University, knowingly authorize the purchase of equipment, supplies, services, or real property from a source with which the Member, or any individual with whom she/he has an immediate familial, marital, sexual or financial relationship, has a material financial interest; (b) engage any individual with whom the Member has an immediate familial, marital, sexual or financial relationship in any capacity for which remuneration comes from University funds or from funds administered by the University.
Contractual and Financial Matters. 16.3.1 Notwithstanding Article 16.1.4, a Member who has any interest, direct or indirect, in any contract, transaction, proposed contract or proposed transaction under consideration by the University and who is part of the decision-making process shall (a) declare the nature and extent of the interest as soon as possible and no later than the meeting at which the matter is to be considered; (b) refrain from taking part in any discussion or vote in relation to the matter; (c) withdraw from the meeting when the matter is being discussed. 16.3.2 In particular, and without limiting the generality of the foregoing, unless specifically authorized by the Vice-Principal (Academic) or designate, after full written disclosure of the conflict, a Member shall not (a) with University funds or with funds administered by the University, knowingly authorize the purchase of equipment, supplies, services or real property from a source in which the Member, or any individual with whom she/he has an immediate familial, sexual or financial relationship, has a material financial interest; or (b) engage any individual with whom the Member has an immediate familial, sexual or financial relationship in any capacity for which remuneration comes from University funds or from funds administered by the University.
Contractual and Financial Matters. A Member who has any interest, directly or indirectly, in any contract, transaction, proposed contract or proposed transaction under consideration by the University and is part of the decision making process with respect to same, shall.
Contractual and Financial Matters. 18.1.8.1 Notwithstanding Article 18.1.4, a Member who has any interest, direct or indirect, in any contract, transaction, proposed contract or proposed transaction under consideration by the University and is part of the decision-making process shall (a) declare the nature and extent of the interest as soon as possible and no later than the meeting at which the matter is to be considered; (b) refrain from taking part in any discussion or voting in relation to the matter; and (c) withdraw from the meeting when the matter is being discussed.
Contractual and Financial Matters. 9.6.1 A Member who has any interest, directly or indirectly, in any contract, transaction, proposed contract or proposed transaction under consideration by the University and is part of the (a) declare the nature and extent of the interest as soon as possible and no later than any meeting in which the Member participates and at which the matter is to be considered; (b) refrain from taking part in any discussion or decision-making vote in relation to the matter; and (c) withdraw from any meeting when the matter is being discussed if requested to do so by a majority of the members present at the meeting. 9.6.2 In particular, and without limiting the generality of the foregoing, unless specifically authorized by the Vice-President: Academic or designate after full wri tten disclosure of the conflict, Members shall not: (a) with University funds or with funds administered by the University, knowingly authorize the purchase of equipment, supplies, services , or real property from a source with which the Member, or any individual with whom she/he has an immediate familial, marital, sexual or financial relationship, has a material financial interest; (b) engage any individual with whom the Member has an immediate familial, marital, sexual or financial relationship in any capacity for which remuneration comes from University funds or from funds administered by the University.
Contractual and Financial Matters. ‌ 9.6.1 A Member who has any interest, directly or indirectly, in any contract, transaction, (a) declare the nature and extent of the interest as soon as possible and no later than any meeting in which the Member participates and at which the matter is to be considered; (b) refrain from taking part in any discussion or decision-making vote in relation to the matter; and (c) withdraw from any meeting when the matter is being discussed if requested to do so by a majority of the members present at the meeting. 9.6.2 In particular, and without limiting the generality of the foregoing, unless specifically authorized by the Vice-President: Academic or designate after full written disclosure of the conflict, Members shall not: (a) with University funds or with funds administered by the University, knowingly authorize the purchase of equipment, supplies, services, or real property from a source with which the Member, or any individual with whom they have an immediate familial, marital, sexual or financial relationship, has a material financial interest; (b) engage any individual with whom the Member has an immediate familial, marital, sexual, intimate partner, or financial relationship in any capacity for which remuneration comes from University funds or from funds administered by the University.
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Contractual and Financial Matters. 6.1 Partners agree to develop and implement a joint fundraising strategy under this banner to add value to their cash and in-kind contributions. To include a joint application to the Heritage Lottery Fund Sharing Heritage grant programme which incorporates Xxxxxxxx’s Get the Art Bug 2017, the Widgets Exhibition Project. 6.2 Partners agree that transport costs will be shared equally between the Partners. 6.3 Partners agree that all other costs associated with delivering the exhibition in each venue will be underwritten by each organisation separately, not withstanding the fundraising strategy outlined above. 6.4 Partners agree to a minimum of £5,000 cash contribution towards the delivery of the joint marketing strategy. 6.5 Partners agree to a minimum of £10,000 cash contribution towards exhibition production. 6.6 Partners agree to share opportunities connected with the Project, and to assist each other as far as practical in reducing risks of delay or slippage to the Project from whatever reason. 6.7 Partners agree to jointly procure services and supplies when economies of scale can be achieved and it is practical to do so. 6.8 Intellectual Property Rights (IPR) of any services and products produced by or as part of the Project shall reside with the Bugshire Arts Partnership Programme Board for the duration of the Project, subject to resolution of the Board. At the close of the Project, the Board shall transfer any such IPR to an appropriate individual Partner. A schedule of IPR shall be maintained by the Project Team. 6.9 Partners commit to providing appropriate level of resources to facilitate this partnership work.

Related to Contractual and Financial Matters

  • Financial Matters (a) The unaudited balance sheet of the Borrower and its Subsidiaries as of December 31, 1997 and the related statements of income, stockholders equity and cash flows for the fiscal year period then ended, copies of which have been delivered to the Agent, have been prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end adjustments) and fairly present the financial position of the Borrower as of such date and the results of operations of the Borrower for the period covered thereby. (b) Except (i) as fully reflected in the financial statements referred to in subsection (a) above (including the notes thereto, if any), (ii) incurred in the ordinary course of business since the respective dates of such financial statements and (iii) for the obligations of the Borrower and its Subsidiaries under the Credit Documents, neither the Company nor any of its Subsidiaries has any material direct or indirect obligations or liabilities of any kind, whether or not required by Generally Accepted Accounting Principles to be set forth on financial statements. (c) The unaudited consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of December 31, 1997 has been delivered to the Agent and appears in the Borrower's Form S-1, filed on April 23, 1998 (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of footnotes required by Generally Accepted Accounting Principles and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the consolidated financial position of the Borrower and its Subsidiaries on an unaudited pro forma basis as of the date set forth therein. (d) The Borrower has prepared, and has furnished to the Agent a copy of, consolidated and consolidating pro forma projected statements of income of the Borrower and its Subsidiaries for the three-year period beginning January 1, 1998, prepared on a quarterly basis for fiscal year 1998 and on an annual basis thereafter, giving effect to the consummation of the Credit Documents, the extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing (the "Projections"). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were reasonable when made and continue to be reasonable as of the Amendment Effective Date, subject to the uncertainties and approximations inherent in any projection. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower and represent, as of the Amendment Effective Date, a reasonable estimate of the future performance of the Borrower and its Subsidiaries it being acknowledged by the Agent and the Lenders that these projections as to future events are subject to the uncertainties and estimations inherent in any projections and that actual results during the periods covered by such Projections may differ from the projected results (and that such differences may be material and adverse).

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • Compliance with Laws and Contractual Obligations Each Credit Party will (a) comply with and shall cause each of its Subsidiaries to comply with (i) the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee retirement and welfare benefits, environmental protection matters and employee health and safety) as now in effect and which may be imposed in the future in all jurisdictions in which any Credit Party or any of its Subsidiaries is now doing business or may hereafter be doing business and (ii) the obligations, covenants and conditions contained in all Contractual Obligations of such Credit Party or any of its Subsidiaries other than those laws, rules, regulations, orders and provisions of such Contractual Obligations the noncompliance with which could not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (b) maintain or obtain and shall cause each of its Subsidiaries to maintain or obtain all licenses, qualifications and permits now held or hereafter required to be held by such Credit Party or any of its Subsidiaries, for which the loss, suspension, revocation or failure to obtain or renew, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. This Section 2.1 shall not preclude any Credit Party or its Subsidiaries from contesting any taxes or other payments, if they are being diligently contested in good faith in a manner which stays enforcement thereof and if appropriate expense provisions have been recorded in conformity with GAAP, subject to Section 3.2.

  • SUBCONTRACTUAL RELATIONS 5.3.1 By written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities

  • Contractual and Operational Compliance Audits (a) ICANN may from time to time (not to exceed twice per calendar year) conduct, or engage a third party to conduct, contractual compliance audits to assess compliance by Registry Operator with its representations and warranties contained in Article 1 of this Agreement and its covenants contained in Article 2 of this Agreement. Such audits shall be tailored to achieve the purpose of assessing compliance, and ICANN will (a) give reasonable advance notice of any such audit, which notice shall specify in reasonable detail the categories of documents, data and other information requested by ICANN, and (b) use commercially reasonable efforts to conduct such audit during regular business hours and in such a manner as to not unreasonably disrupt the operations of Registry Operator. As part of such audit and upon request by ICANN, Registry Operator shall timely provide all responsive documents, data and any other information reasonably necessary to demonstrate Registry Operator’s compliance with this Agreement. Upon no less than ten (10) calendar days notice (unless otherwise agreed to by Registry Operator), ICANN may, as part of any contractual compliance audit, conduct site visits during regular business hours to assess compliance by Registry Operator with its representations and warranties contained in Article 1 of this Agreement and its covenants contained in Article 2 of this Agreement. ICANN will treat any information obtained in connection with such audits that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of Registry Operator in accordance with Section 7.15.

  • Contractual Obligations and Similar Investments From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

  • EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.

  • Disclosure of Material Matters Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral including, without limitation, any Borrower's reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

  • Fiscal Matters a. The School District will provide all required Course Materials (textbooks and electronic materials) and will be billed for applicable Instructional Materials charges embedded in courses requiring electronic materials in accordance with the College respective course agreement. b. The School District will act as the fiscal agent for purposes of this MOU, including student fees. Based on School District policies, the School District may recover fees incurred by students. c. Any transportation and applicable food services required for Students participating in Dual Credit programs at the College site will be provided by the School District. d. All personal fines, late fees, parking tickets, etc. incurred by Student at the College are the student’s individual responsibility. e. Adjunct Instructors at the School site delivering dual credit courses may teach students enrolled in ECHS and Traditional Dual Credit in the same course section. However, Alamo Colleges District will only pay dual credit stipends for dual credit courses with 15 dual credit students or more in each course section. Dual Credit students constitute those in traditional Dual Credit or ECHS. f. The Cost-Sharing Model was implemented beginning with the 2017-18 Academic Year. Following the model of who primarily funds the cost of the Dual Credit Instructor, the Alamo Colleges District will either pay a stipend to the School District or the School District will pay the Alamo Colleges District the appropriate amount listed below. The College will verify all student enrollments per College census dates. i. Where the School District contracts the instructor to teach college courses, the Alamo Colleges District will pay $600 for each course section that contains at least 15 students. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide the appropriate payment to be paid the first full week of December for the Fall semester and the third full week of April for the Spring semester. ii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals less than 80% of the total student enrollment count of the said course section, the School District will pay $100 per student to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals to 80% or greater of the total student enrollment of the said course, the School District will pay $2,800 per course to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iv. Where Students are required to use Course Materials as part of the prescribed courses in their degree plan, as referenced in Section 13 – Course Materials, the Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. g. School District’s failure to meet its financial responsibilities as the fiscal agent will result in a College’s refusal of enrollment of its Students for the next Academic Year after determination of payment default and may be subject to outside collection agency action. h. Tuition promotions, incentives or discounts vary during each academic year. All current promotions are published on the Alamo Colleges District web site at: xxx.xxxxx.xxx, and are available in printed or electronic formats. Applicability of said for students enrolled in Dual Credit programs, Early College High School or Alamo Academies must be verified at the time of enrollment. Examples of promotional incentives include the “Summer Momentum Plan” published in the Alamo Colleges District web site at: xxxx://xxx.xxxxx.xxx/free.

  • No Undisclosed Events, Liabilities, Developments or Circumstances No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.

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