Decisions of the Consortium Board Sample Clauses

Decisions of the Consortium Board. The Consortium Board shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. The following decisions shall be taken by the Consortium Board: Content, finances and intellectual property rights − Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority − Changes to the Consortium PlanModifications to Attachment 1 (Background Included) − Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.3.2) − Additions to Attachment 4 (Identified Affiliated Entities) Evolution of the consortium − Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party − Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal − Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement − Declaration of a Party to be a Defaulting Party − Remedies to be performed by a Defaulting Party − Termination of a Defaulting Party’s participation in the consortium and measures relating thereto − Proposal to the Funding Authority for a change of the Coordinator − Proposal to the Funding Authority for suspension of all or part of the Project − Proposal to the Funding Authority for termination of the Project and the Consortium Agreement In the case of abolished tasks as a result of a decision of the Consortium Board, Members shall rearrange the tasks of the Parties concerned. Such rearrangement shall take into consideration the legitimate commitments taken prior to the decisions, which cannot be cancelled. 6.4.1 The Coordinator shall be the intermediary between the Parties and the Funding Authority and shall perform all tasks assigned to it as described in the Grant Agreement and in this Consortium Agreement. 6.4.2 In particular, the Coordinator shall be responsible for: − monitoring compliance by the Parties with their obligations − keeping the address list of Members and other contact persons updated and available − collecting, reviewing to verify consistency and submitting reports, other deliverables (including financial statements and related certification) and specific requested documents to the Funding Authority − preparing the meetings, proposing decisions and preparing the agenda of Consortium Board meetings, chairing the meetings, preparing the minutes o...
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Related to Decisions of the Consortium Board

  • 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.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Definitions For purposes of this Agreement:

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

  • 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.

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