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.
Management and Operations Promotes the learning and growth of all students and the success of all staff by ensuring a safe, efficient, and effective learning environment, using resources to implement appropriate curriculum, staffing, and scheduling
Management and Operation 6.01 Management of Partnership Affairs 16 6.02 Duties and Obligations of General Partner 17 6.03 Release and Indemnification 17 6.04 Power of Attorney 18
Business and Operations Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Property.
Communications and Operations Management a. Network Penetration Testing - DST shall, on approximately an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to or holding or containing Fund Data. DST shall have a process to review and evaluate high risk findings resulting from this testing.
Use and Operation 3.1 Permitted Use ......................................................................................................
Management and Operation of Business Section 7.1 Management 59 Section 7.2 Replacement of Fiduciary Duties 61 Section 7.3 Certificate of Limited Partnership 61 Section 7.4 Restrictions on the General Partner’s Authority 62 Section 7.5 Reimbursement of the General Partner 62 Section 7.6 Outside Activities 63 Section 7.7 Indemnification 64 Section 7.8 Liability of Indemnitees 66 Section 7.9 Standards of Conduct and Modification of Duties 67 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 Section 7.11 Purchase or Sale of Partnership Interests 69 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 Section 7.13 Reliance by Third Parties 71
Financial and Business Information The Constituent Companies shall deliver to each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements - within 60 days (or such shorter period as is the earlier of (x) five Business Days after the date the Parent Guarantor’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) is required to be filed with the SEC (without giving effect to any extension permitted by the SEC) and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(1) a consolidated balance sheet of the Parent Guarantor as at the end of such quarter, and
(2) the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows of the Parent Guarantor, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows in accordance with GAAP, subject to changes resulting from normal year‑end audit adjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Parent Guarantor’s Form 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements - within 120 days (or such shorter period as is the earlier of (x) 15 days after the date the Parent Guarantor’s Annual Report on Form 10‑K (the “Form 10‑K”) is required to be filed with the SEC (without giving effect to any extension permitted by the SEC) and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Parent Guarantor, duplicate copies of,
(1) consolidated and consolidating balance sheets of the Parent Guarantor as at the end of such year, and
(2) the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity and cash flows of the Parent Guarantor for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Parent Guarantor’s Form 10‑K for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);
Maintenance and Operation Member-Generator agrees to maintain their system and facilities in accordance with applicable manufacturer's recommended maintenance schedule and standard prudent engineering practices. Member-Generator covenants and agrees to operate their system, facilities and equipment so as to minimize the likelihood for a malfunction or other disturbance, damaging or otherwise affecting or impairing Cooperative’s electrical system. Member-Generator shall comply with all applicable laws, regulations, zoning, building codes, safety rules and other environmental regulations or restrictions applicable to the design, installation, operation and maintenance of the Member-Generator's System.
Application and Operation Subject Matter Clause No.
PART 1 - APPLICATION AND OPERATION Title 1.1 Arrangement 1.2 Objectives 1.3 Commencement date 1.4 Coverage 1.5 Exemptions from coverage 1.6 Relationship with other Industrial instruments 1.7 Definitions 1.8 Commitment of parties 1.9 Transitional arrangements 1.10 PART 2 - TRAINING CONDITIONS Training conditions 2.1 PART 3 - EMPLOYMENT CONDITIONS General 3.1 Part-time apprentices or trainees 3.2 School-based apprentices or trainees 3.3 Alternative employment arrangements 3.4 PART 4 - WAGES AND RELATED MATTERS General 4.1 Entry wage level 4.2 Wage progressions 4.3 Completion of apprenticeship or traineeship 4.4 Part-time apprentices or trainees 4.5 School-based apprentices or trainees 4.6 Areas of employment not covered by an Industrial instrument 4.7 Existing employees 4.8 Adult apprentices and trainees 4.9 Pre-employment, pre-trade, pre-apprenticeship, pre-vocational and other full-time institutional training 4.10 Apprentices and trainees with a disability 4.11 Payment for supervised training 4.12 Supply of tools 4.13 PART 5 -DISPUTE RESOLUTION AND INDUSTRIAL RELATIONS MATTERS Grievance and dispute settlement procedures 5.1 Industrial relations 5.2 SCHEDULES Generic Wage Progression Arrangements for Apprentices and Trainees Schedule Community Services and Health Industries Schedule
