Formation and Operation of the Joint Planning Board Sample Clauses

Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish the Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice and shall facilitate communication and interaction between Administrator and the Practice. The Joint Planning Board shall consist of no less than three (3) or more than six (6) members. Administrator shall designate, in its sole discretion, two (2) members of the Joint Planning Board, who shall serve at the pleasure of Administrator and who may be removed or replaced by Administrator at any time. The Group shall designate, in its sole discretion, no less than one (1) or more than four (4) members of the Joint Planning Board, who shall serve at the pleasure of the Group and who may be removed and replaced by the Group at any time. Each member appointed by Administrator shall be entitled to one (1) vote per member, and each member appointed by the Group shall be entitled to that number of votes equal to the quotient determined by dividing (x) two (2) votes by (y) the number of members designated by the Group to the Joint Planning Board. The act of the members holding a majority of the voting power of the Joint Planning Board shall be the act of the Joint Planning Board.
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Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish a Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice and shall facilitate communication and interaction between Pentegra and the Practice. The Joint Planning Board shall consist of three (3) members. Pentegra shall designate, in its sole discretion, one (1) member of the Joint Planning Board. The Practice shall designate, in its sole discretion, two (2) members of the Joint Planning Board. The act of a majority of the members of the Joint Planning Board shall be the act of the Joint Planning Board.
Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish a Joint Planning Board which shall be responsible for developing long term strategic planning objectives and management policies for the overall operation of the Clinic and shall facilitate communication and interaction between Administrator and the Clinic. The Joint Planning Board shall consist of two (2) members. ClinicAdministrator shall designate, in its sole discretion, one (1) member of the Joint Planning Board which member shall be an employee of PTI or the Administrator. The Clinic shall designate, in its sole discretion, one (1) member of the Joint Planning Board which member shall be a Clinic Physician of the Clinic. Either party may change its designated Joint Planning Board member at any time, with thirty (30) days advanced written notice to the other party. The act of a majority of the members of the Joint Planning Board shall be the act of the Joint Planning Board.
Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish the Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice and shall facilitate communication and interaction between Administrator and the Practice. The Joint Planning Board shall consist of no less than three (3) or more than six (6) members. Administrator shall designate, in its sole discretion, two (2) members of the Joint Planning Board, who shall serve at the pleasure of Administrator and who may be removed or replaced by Administrator at any time. The Group shall designate, in its sole discretion, no less than one (1) or more than four (4) members of the Joint Planning Board, who shall serve at the pleasure of the Group and who may be removed and replaced by the Group at any time. Each member appointed by Administrator shall be entitled to one (1) vote per member, and each member appointed by the Group shall be entitled to that number of votes equal

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  • Cooperation and Coordination The Parties acknowledge and agree that it is their mutual objective and intent to minimize, to the extent feasible and legal, taxes payable with respect to their collaborative efforts under this Agreement and that they shall use all commercially reasonable efforts to cooperate and coordinate with each other to achieve such objective.

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  • 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.

  • Maintenance and Operation (a) Lessee, at its own cost and expense, shall maintain, repair and keep each Unit, and cause the Manager under the Management Agreement to maintain, repair and keep each Unit, (i) according to Prudent Industry Practice and in all material respects, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner in all material respects consistent with maintenance practices used by the Manager in respect of railcars owned, leased or managed by the Manager similar in type to such Unit or, with respect to (A) any Equipment subject to an Existing Equipment Sublease that is a Net Sublease, maintenance practices used by the applicable Sublessee in respect of railcars similar in type to such Unit used by such Sublessee on its domestic routes in the United States; (provided further, however that after the return to the Manager of any Unit which was subject to a Net Sublease immediately prior to such return, such Unit shall be maintained and repaired in all material respects in a manner consistent with maintenance practices used by the Manager in respect of railcars owned, leased or managed by the Manager similar in type to such Unit) and (B) any Permitted Sublease that is a Net Sublease entered into after the Closing Date where (x) the long term unsecured debt of the applicable Sublessee is rated at least BBB- by S&P and Baa3 by Xxxxx'x (or at least BBB- by S&P or Baa3 by Xxxxx'x if then rated by only one such rating agency) or similarly rated by any rating agency, (y) the applicable Sublessee is organized under the laws of the United States or any State thereof and (z) the applicable Sublessee is the owner or lessee of at least 250 railcars used primarily on domestic routes in the United States, maintenance practices used by such Sublessee in respect of railcars similar in type to such Unit, (iii) in accordance with all manufacturer's warranties in effect but only to the extent that the lack of compliance therewith would reasonably be expected to adversely affect the coverage thereunder and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 12 and (iv) in compliance in all material respects with any applicable laws and regulations from time to time in effect, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Units in interchange regardless of upon whom such applicable laws and regulations are nominally imposed; provided, however, that, so long as the Manager or, with respect to any Equipment subject to an Existing Equipment Sublease which is a Net Sublease, the applicable Sublessee, as applicable, is similarly contesting such law or regulation with respect to all other similar equipment owned or operated by Manager or, with respect to any Equipment subject to an Existing Equipment Sublease which is a Net Sublease, the applicable Sublessee, as applicable, Lessee (or such Sublessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any manner that does not (w) materially interfere with the use, possession, operation or return of any of the Units, (x) materially adversely affect the rights or interests of Lessor, Policy Provider or the Indenture Trustee in the Units or hereunder, (y) expose Lessor, Policy Provider or the Indenture Trustee to criminal sanctions or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by the Lessee under this Lease or the Collateral Agency Agreement if such violation would reasonably be expected to adversely affect the coverage thereunder; provided further, that Lessee shall promptly notify Lessor, Policy Provider and Indenture Trustee in reasonable detail of any such contest. In no event shall Lessee discriminate in any material respect as to the use or maintenance of any Unit (including the periodicity of maintenance or recordkeeping in respect of such Unit) as compared to equipment of a similar nature which the Manager owns or manages. Lessee will maintain all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units required to be maintained in respect of any Unit, all as if Lessee were the owner of such Units, regardless of whether any such requirements, by their terms, are nominally imposed on Lessee, Lessor or Owner Participant.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

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