Expert Determination Agreement Sample Clauses

Expert Determination Agreement. An expert determination agreement on the terms set out in the Schedule of Collateral Documents. Means: in relation to the Contractor, the Contractor's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the Contractor; and in relation to a subcontractor, the subcontractor's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the subcontractor. The Xxxxxxxx and Estate Management System established and managed by the Commonwealth to record and manage Estate Information including to define the classifications, attributes and formats for recording data for each element on the Defence Estate.
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Expert Determination Agreement. An expert agreement on the terms set out in the Schedule of Collateral Documents. If the Services: are not phased, the amount set out in the Contract Particulars as adjusted, subject to clause 13.5 (if applicable), under the Contract; or are phased, either: the sum of the Initial Planning Phase Fee, the Planning Phase Fee(if any) and the Delivery Phase Fee (if any); or the sum of the Planning Phase Fee and the Delivery Phase Fee (if any). Means: in relation to the Consultant, the Consultant's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the Consultant; and in relation to a subconsultant, the subconsultant's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the subconsultant. The Xxxxxxxx and Estate Management System established and managed by the Commonwealth to record and manage Estate Information including to define the classifications, attributes and formats for recording data for each element on the Defence Estate.
Expert Determination Agreement. An expert determination agreement on the terms set out in the Schedule of Collateral Documents. If: clause 9 does not apply, the amount set out in the Contract Particulars as adjusted in accordance with the Contract; or clause 9 applies, the sum of the Planning Phase Fee and the Delivery Phase Fee (if any). The fee payment schedule (if any) set out in Annexure 4, as adjusted from time to time in accordance with clause 11.18, setting out: the instalments in which the Fee (or any part of the Fee) will be payable; and if applicable, the milestones which must be achieved for each instalment to become payable (failing which the Consultant's entitlement to be paid the relevant instalment of the Fee will not arise until such time as the applicable milestone is achieved).
Expert Determination Agreement. An expert determination agreement on the terms set out in the Schedule of Collateral Documents. The schedule specified in the Contract Particulars, as adjusted from time to time in accordance with clause 12.23, and which sets out: the instalments in which the Contract Price (or any part of the Contract Price) will be payable; and if applicable, the milestones which must be achieved for each instalment to become payable (failing which the Contractor's entitlement to be paid the relevant instalment of the Contract Price will not arise until such time as the applicable milestone is achieved).
Expert Determination Agreement. An expert determination agreement on the terms set out in the Schedule of Collateral Documents. Means: in relation to the Contractor, the Contractor's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the Contractor; and in relation to a subcontractor, the subcontractor's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the subcontractor.
Expert Determination Agreement. An expert determination agreement on the terms set out in the Schedule of Collateral Documents. Means: in relation to the Subcontractor, the Subcontractor's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the Subcontractor; and in relation to a subsubcontractor, the subsubcontractor's chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the subsubcontractor. Information that can be assigned to a geographic feature, including: buildings (floor plans) and key datasets related to business, services or occupancy information overlays; and library reference datasets including documents and other information, as described in or reasonably to be inferred from the Design Documents. Information that can be aligned to a known coordinate system or is identified as a key dataset relating to the Site to which related products are linked, can be viewed or queried with other geographic data overlays, including: Site level georeferenced key datasets (Defence Master Site Plan) and related underground and above ground services; aerial photography and satellite imagery; co-ordinate locations, including fauna sightings and contamination locations; environmental mapping, including vegetation communities and fire management areas; and estate management business information overlays, as described in or reasonably to be inferred from the Design Documents. The tax payable on taxable supplies under the GST Legislation.
Expert Determination Agreement. An expert determination agreement on the terms set out in the Schedule of Collateral Documents. If: clause 9 does not apply, the amount set out in the Contract Particulars as adjusted in accordance with the Contract; or
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Expert Determination Agreement. An expert determination agreement on the terms set out in the Schedule of Collateral Documents. Means: in relation to the Subcontractor, the Subcontractor’s chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the Subcontractor; and in relation to a subsubcontractor, the subsubcontractor’s chief financial officer, financial controller or other officer or employee with primary responsibility for managing the financial affairs of the subsubcontractor. Information that can be assigned to a geographic feature, including: buildings (floor plans) and key datasets related to business, services or occupancy information overlays; and library reference datasets including documents and other information, as described in or reasonably to be inferred from the Subcontract Works Description.

Related to Expert Determination Agreement

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Indemnification Determinations Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

  • Underwriting Compensation Determination and Cap The maximum amounts set forth in clauses (a) and (c) above are considered underwriting compensation pursuant to FINRA Rule 5110. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or Client or any of their respective affiliates to ((or benefits paid in respect of) any related person of the Co-Managers is generally deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other related offerings in a manner deemed to be reasonable and appropriate by each of the Co-Managers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the Parties will adjust the provisions of this Agreement or the Client will adjust the terms of employment of persons affiliated with either of the Co-Managers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. The total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed ten percent (10%) of the gross proceeds of the offering.

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Disagreement on Decision Should the parties disagree as to the meaning of the Board's decision, either party may apply to the Chairperson of the Arbitration Board to reconvene the Board to clarify the decision, which it shall make every effort to do within seven days.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Order of Benefit Determination Rules When a Member is covered by two or more plans, the rules for determining the order of benefit payments are as follows:

  • Certain Determinations (a) For purposes of determining compliance with any of the covenants set forth in Article V or Article VI (including in connection with any Incremental Facility) at any time (whether at the time of incurrence or thereafter), any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to Article V or Article VI (including in connection with any Incremental Facility), the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof) is permitted and (ii) shall be permitted, in its sole discretion, to make any redetermination and/or to divide, classify or reclassify under which category or categories such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender. For the avoidance of doubt, if the applicable date for meeting any requirement hereunder or under any other Loan Document falls on a day that is not a Business Day, compliance with such requirement shall not be required until noon on the first Business Day following such applicable date. (b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Senior Secured First Lien Net Leverage Ratio and/or Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence, except that incurrences of Indebtedness and Liens constituting Fixed Amounts shall be taken into account for purposes of Incurrence Based Amounts other than Incurrence Based Amounts contained in Section 7.01 or Section 7.02. (c) Notwithstanding anything to the contrary herein, the ABL/Bond Intercreditor Agreement shall be deemed to be reasonable and acceptable to the Administrative Agent and the Lenders, and the Administrative Agent and the Lenders shall be deemed to have consented to the use of any such ABL/Bond Intercreditor Agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of its Subsidiaries pursuant to Section 7.01.

  • Termination Procedures and Compensation During Dispute 7.1. After a Change in Control and during the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination for Cause issued by the Company is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's Counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive engaged in conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

  • Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

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