Direct Participation Sample Clauses

The Direct Participation clause establishes the right or obligation of a party to be directly involved in a specified activity, process, or decision-making event within an agreement. In practice, this may allow a party to attend meetings, contribute to project milestones, or have a say in operational decisions, rather than acting solely through representatives or intermediaries. The core function of this clause is to ensure transparency and active engagement, reducing misunderstandings and promoting accountability by allowing direct involvement in key aspects of the contractual relationship.

Direct Participation. Each of the following elements must be present in order to determine whether or not such a reduction or waiver is appropriate. a. The bidder has documented the unsuccessful solicitation for either subcontractors or joint venture partners of at least 50% (or at least five when there are more than eleven certified firms in the commodity area) of the appropriate certified MBE/WBE firms to perform any direct work identified or related to the advertised bid/proposal. Documentation must include but is not necessarily limited to: 1. A detailed statement of efforts to identify and select portions of work identified in the bid solicitation for subcontracting to certified MBE/WBE firms; 2. A listing of all MBE/WBE firms contacted that includes: o Name, address, telephone number and email of MBE/WBE firms solicited; o Date and time of contact; o Method of contact (written, telephone, transmittal of facsimile documents, email, etc.) 3. Copies of letters or any other evidence of mailing that substantiates outreach to MBE/WBE vendors that includes: o Project identification and location; o Classification/commodity of work items for which quotations were sought; o Date, item and location for acceptance of subcontractor bid proposals; o Detailed statement which summarizes direct negotiations with appropriate MBE/WBE firms for specific portions of the work and indicates why negotiations were unsuccessful; o Affirmation that Good Faith Efforts have been demonstrated by: • choosing subcontracting opportunities likely to achieve MBE/WBE goals; and • not imposing any limiting conditions which were not mandatory for all subcontractors; and • providing notice of subcontracting opportunities to M/WBE firms and assist agencies at least five (5) business days in advance of the initial bid due date; and • documented efforts or actual commitment to the indirect participation of MBE/WBE firms. b. Subcontractor participation will be deemed excessively costly when the MBE/WBE subcontractor proposal exceeds the average price quoted by more than twenty percent (20%). In order to establish that a subcontractor’s quote is excessively costly, the bidder must provide the following information: 1. A detailed statement of the work identified for MBE/WBE participation for which the bidder asserts the MBE/WBE quote(s) were excessively costly (in excess of 20% higher). o A listing of all potential subcontractors contacted for a quotation on that work item; o Prices quoted for the subcontract in que...

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Direct Participation. If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 32.1 (Lenders' Indemnity) then that Lender will not be obliged to comply with Clause 32.1 (Lenders'Indemnity) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date that L/C Proportion is transferred or assigned to such Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Letter of Credit in an amount equal to that Lender's L/C Proportion of that Letter of Credit. On receipt of demand by the Agent in accordance with Clause 32.1 (Lenders' Indemnity), each such Lender shall pay to the Agent (for the account of the Fronting Bank) its L/C Proportion of any L/C Amount.

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Direct Participation. (a) If any Term Facility B Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 28.1(a) (Lenders' Indemnity) then that Term Facility B Lender will not be obliged to comply with Clause 28.1(a) (Lenders' Indemnity) and shall instead be deemed to have taken on the date any Letter of Credit is issued (or, if later, on the date that any Letter of Credit Proportion in respect of any Letter of Credit is transferred or assigned to such Term Facility B Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to that Term Facility B Lender's Letter of Credit Proportion of the Letter of Credit. (b) On receipt of demand by the Facility Agent in accordance with Clause 28.1(a) (Lenders' Indemnity), each such Term Facility B Lender shall pay to the Facility Agent (for the account of the Issuing Bank) its Letter of Credit Proportion of any Letter of Credit Amount. (c) If any Revolving Credit Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 28.1(b) (Lenders' Indemnity) then that Revolving Credit Facility Lender will not be obliged to comply with Clause 28.1(b) (Lenders' Indemnity) and shall instead be deemed to have taken on the date Subfacility is agreed, an undivided interest and participation in the Subfacility in an amount equal to that Revolving Credit Facility Lender's proportion of the Subfacility. (d) On receipt of demand by the Facility Agent in accordance with Clause 28.1(b) (Lenders' Indemnity), each such Revolving Credit Facility Lender shall pay to the Facility Agent (for the account of the Subfacility Bank) its proportion of the relevant Subfacility.

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Direct Participation. (a) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 28.1 (Lenders’ Indemnity) then that Lender will not be obliged to comply with Clause 28.1 (Lenders’ Indemnity) and shall instead be deemed to have taken: (i) in respect of a Letter of Credit, on the date such Letter of Credit is issued (or if later, on the date that L/C Proportion is transferred or assigned to such Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Letter of Credit in an amount equal to that Lender’s L/C Proportion of that Letter of Credit; and (ii) in respect of a Bank Guarantee, on the date such Bank Guarantee is issued (or if later, on the date that Guarantee Proportion is transferred or assigned to such Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Bank Guarantee in an amount equal to that Lender’s Guarantee Proportion of that Bank Guarantee. (b) On receipt of demand by the Agent in accordance with Clause 28.1 (Lenders’ Indemnity), each such Lender shall pay to the Agent (for the account of the Fronting Bank): (i) in respect of a Letter of Credit, its L/C Proportion of any L/C Amount; or (ii) in respect of a Bank Guarantee, its Guarantee Proportion of any Guarantee Amount.

Direct Participation. If any Bank is not permitted (by its constitutional documents or any applicable law) to comply with Clause 35.1 (Banks' Indemnity in Respect of Letters of Credit) or Clause 35.2 (Banks' Indemnity in respect of Swingline Advances) then such Bank will not be obliged to comply with Clause 35.1 (Banks' Indemnity in Respect of Letters of Credit) or Clause 35.2 (Banks' Indemnity in respect of Swingline Advances) and shall instead be deemed to have taken, on the date such Letter of Credit is issued or, as the case may be, on the date such Swingline Advance is made (or if later, on the date such L/C Participation or, as the case may be, Swingline Participation is transferred or assigned to such Bank in accordance with the terms of this Agreement), an undivided interest and participation in such Letter of Credit or, as the case may be, Swingline Advance in an amount equal to such Bank's L/C Proportion of such Letter of Credit and such Bank's Swingline Proportion of such Swingline Advance. On receipt of a demand made by the Facility Agent in accordance with Clause 35.1 (Bank Indemnity in Respect of Letters of Credit) or Clause 35.2 (Banks' Indemnity in respect of Swingline Advances), each such Bank shall pay to the Facility Agent (for the account of the relevant Fronting Bank) its L/C Proportion of any L/C Amount (in the case of a Letter of Credit) and its Swingline Proportion of any Swingline Advance (in the case of a Swingline Advance).

Direct Participation. 1. Full credit towards the MBE or WBE commitment may be received for the purchase price of materials and supplies if the materials and supplies are wholly consumed in the performance of a contract and: A. The MBE or WBE firm manufactures (i.e., fabricates from raw materials or substantially alters) the materials or supplies; or B. The contract or subcontract with the MBE or WBE firm calls for the firm to furnish and install the supplies or materials; or C. The MBE or WBE firm providing the materials or supplies performs some other Commercially Useful Function in the supply process (e.g., the MBE or WBE firm’s Area of Specialty, as stated on the letter of certification, is a wholesale/retail distributor of the materials or supplies in question). SMG, in its sole discretion, shall determine whether the MBE or WBE firm performs a Commercially Useful Function. 2. If the MBE or WBE subcontracts out any of its work: A. The full value of the portion of the work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals. B. None of the value of the work that an MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals. C. The fees or commissions charged for providing a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, may be counted toward the Contract Specific Goals, provided that the fee or commission is determined by SMG to be reasonable and not excessive as compared with fees customarily allowed for similar services.

Direct Participation. Notwithstanding any other provision in these Bylaws, some or all of any or all classes and series of shares of the Company may be uncertificated. The Company may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for any required statements on certificates, and as may be required by applicable corporate securities laws, which system has been approved by the United States Securities and Exchange Commission. Any system so adopted shall not become effective as to issued and outstanding certificated securities until the certificates therefor have been surrendered to the Company.

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