Governing Group Sample Clauses

Governing Group. The Parties shall establish and maintain throughout the Term of this Agreement a Governing Group (the “Governing Group”) to oversee and direct the execution of the Project, as well as to oversee the Technical Group and the Project Managers. Except to the extent otherwise provided by mutual written agreement of the Parties, the Governing Group shall not disband until the expiration of the Term or earlier termination of the Agreement.
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Governing Group. The overarching governing body for the International Engineering Alliance, for which the Multi Party Agreement establishes their terms of reference.
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Governing Group. 7.1 The purpose of the Governing Group is to oversee, support and maintain the secure sharing of information under this Protocol. 7.2 Each Partner Organisation will have a representative on the Governing Group which in accordance with clause 6 will be each Partner Organisation's key contact under this Protocol. 7.3 Patient representation on the Governing Group will be nominated by Partner Organisations 7.4 The Governing Group will meet at least annually. 7.5 The Governing Group shall have the following powers and responsibilities: a. to approve ISAs and additional Partner Organisations to this agreement; b. to administer membership of this Protocol c. to determine whether a Partner Organisation should cease to be a party to this Protocol for a specific period of time or permanently for non-compliance; d. to determine whether a Partner Organisation may derogate from or amend any requirement under this Protocol; e. to maintain an information conduit between the Partner Organisations; f. to maintain a channel of liaison with pan-London personal information sharing initiatives and relevant NHS and local authority national initiatives; g. to investigate breaches of the Protocol and require Partner Organisations to take remedial actions; h. to monitor each Partner Organisation’s compliance with this Protocol or any ISA. The Governing Group may request evidence of compliance with this Protocol on written request to any Partner Organisation; i. to approve common patient communication materials; and j. to develop, review and maintain the Protocol to ensure that it reflects any legal and statutory obligations and any other related best practice guidance in relation to information governance. 7.6 The Governance Group may regulate its own procedure subject to the provisions of this Information Sharing Protocol. 7.7 It is noted that there may be specific information sharing protocols already in place between some Partner Organisations, which must be taken into consideration. 7.8 In accordance with clause 6, any Partner Organisation wishing to amend the details of its representative must notify, in writing, the Governing Group, providing details of the newly appointed representative as soon as is practicably possible.
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Governing Group. 10.1 There shall be a Governing Group for this Agreement. References in the Information Sharing Protocol to the 'Governing Group' shall be taken to be references to the Governing Group set up by this clause 10. 10.2 The purpose of the Governing Group is to oversee, support and maintain the secure sharing of information under this Agreement. 10.3 The Governing Group shall comprise: 10.3.1 the Responsible Manager nominated when executing this Agreement by each Provider Partner which is not a GP; 10.3.2 up to eight individuals chosen by Provider Partners who are GPs. The member practices of each CCG Partner shall between them choose one individual representative. The same individual may be nominated by the members of more than one CCG Partner; and 10.3.3 up to eight patient representatives, nominated jointly by the CCG Partners. 10.4 Each Partner (or group of GP practice Partners as the case may be) shall determine how to nominate its representative and the term and other conditions of that nomination. 10.5 Each individual member of the Governing Group shall act in accordance with his or her ethical and professional obligations. 10.6 The Governing Group shall meet at least every three months or at such other interval as the Governing Group shall determine. 10.7 The Governing Group shall appoint a Chair and may appoint a co-Chair. It shall also appoint one or more individuals to receive and distribute communications on its behalf, and to deal with urgent matters that arise between scheduled meetings of the Governing Group. The Governing Group may not, however, delegate decision-making responsibility. 10.8 The Governing Group may regulate its own procedures subject to the provisions of this Agreement. 10.9 Governing Group decisions shall be taken by consensus. Before any Governing Group decision is taken, those taking the decision shall satisfy themselves that they are authorised to do so (i.e. where relevant at IG lead / Caldicott Guardian /SIRO level) by those they represent. 10.10 If consensus on any decision cannot be reached, and unless the Governing Group decides otherwise, its decisions shall be taken by a simple majority, or where there is no majority the Chair of the group (or in their absence the co-Chair) has a casting vote. If the same individual represents members of more than one CCG Partner, that individual shall have one vote for each CCG Partner whose members he represents. 10.11 The Governing Group shall have the following powers and responsib...
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Related to Governing Group

  • GOVERNINGLAW That the rights and obligations of the parties under or arising out of this Agreement shall be construed and enforced in accordance with the laws of India for the time being in force.

  • Governing Plan This Award is granted pursuant to the Plan, which is incorporated herein for all purposes. The Participant agrees to be bound by the terms and conditions of the Plan, which controls in case of any conflict with this Agreement, except as otherwise provided for in the Plan. No amendment of the Plan shall adversely affect this Award in any material way without the written consent of the Participant.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

  • Governing Board The School shall be governed by a board (the “Charter Board”) in a manner that is consistent with the terms of this Certificate so long as such provisions are in accordance with state, federal, and local law. The Charter Board shall have final authority and responsibility for the academic, financial, and organizational performance of the School. The Charter Board shall also have authority for and be responsible for policy and operational decisions of the School, although nothing herein shall prevent the Charter Board from delegating decision-making authority for policy and operational decisions to officers, employees and agents of the School, as well as third party management providers.

  • Governing Rules Any arbitration proceeding will (i) proceed in a location in California selected by the American Arbitration Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable, as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law.

  • Governing Documents Manager will provide Subadviser with copies of (i) the Trust’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund’s currently effective prospectus and statement of additional information, as set forth in the Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.

  • Governing Document In the event of a conflict between the terms of the Offering Documents, the Indenture, the Pooling Agreement and this Agreement with respect to the Asset Representations Reviewer, the terms of this Agreement shall control; provided, however, that to the extent that a conflict exists as a result of an interpretation or clarification of any term of this agreement or other legislation or rulemaking by any governmental entity, including the Securities and Exchange Commission, the parties hereto agree to amend this Agreement to address any such conflict.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement. (b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.

  • Governing Body (a) Governing body," with respect to a city, means the city council or, if another board, commission, or body is empowered by law or its charter or by resolution of the city council to establish and regulate rates and charges for the distribution of electric energy within the city, such board, commission, or body shall be deemed to be the "governing body"; provided, however, that when the levy of a tax or the incurring of an obligation payable from taxes or any other action of such board, commission, or body requires the concurrence, approval, or independent action of the city council or another body under the city's charter or any other law, such action shall not be exercised under sections 453.51 to 453.62 until such concurrence or approval is received or such independent action is taken; and provided further, that the concurrence of the city council or other elected body charged with the general management of a city shall be required, prior to the adoption by the city of any resolution approving an agency agreement or any amendment thereto. (b) With respect to an existing municipal power agency, "governing body" means the agency's board of directors.

  • Capitalization; Governing Documents As of the date of this Agreement, the authorized capital stock of the Company consists of: 10,000,000,000 shares of Common Stock, of which 4,005,718,437 shares are issued and outstanding; and 10,000,000 shares of preferred stock, of which 1,000 shares of Series A Preferred Stock are issued and outstanding, 100,000 shares of Series B Preferred Stock are issued and outstanding and 100,000 shares of Series D Preferred Stock are issued and outstanding. All of such outstanding shares of capital stock of the Company, the Commitment Shares and the Conversion Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the Disclosure Documents (defined below) of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

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