Joint Determination Sample Clauses

Joint Determination. The Parties acknowledge and agree that any decision, determination or action of the Holder hereunder shall be taken jointly by Jxxxxxxx Xxxxxxx and Mxxxxxxx Xxxxxxx, and the Company shall not take any action upon the direction of solely one of such persons.
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Joint Determination. It is the intention of the parties to establish a unified, comprehensive marketing, promotion and merchandising plan for the Productions and the Property (provided that SPE’s decision shall be final with respect to the marketing and promotion of Productions and Marvel’s decision shall be final with respect to the exploitation of Classic Items). In this connection, Marvel, SPCP, the Marvel GP and the Sony GP shall consult with each other in good faith on an on-going basis with respect to, and shall jointly determine, all matters relating to the merchandising of Picture-Related Items and Series-Related Items (including toys, stickers and trading cards). Without limiting the generality of the foregoing, Marvel, SPCP, Marvel GP and the Sony GP shall jointly establish a unified and comprehensive program relating to the merchandising of Picture-Related Items and Series-Related Items and shall jointly exercise all business and creative controls and approvals with respect to the exercise of merchandising rights with respect to Picture-Related Items and Series-Related Items (including determinations regarding what licenses to enter into and the terms and conditions of such licenses). If credit is accorded to the licensing agent in any Picture-Related Item or Series-Related Item or in any paid advertising issued under the control of Marvel, SPE or the LP, such credit shall be accorded to the LP (rather than to SPCP or Marvel). Although Marvel shall consult with SPCP regarding Classic Items with a view to establishing a unified, comprehensive marketing, promotion and merchandising plan for the Property, nothing contained herein shall affect or limit Marvel’s final authority with respect to Classic Items under Section 11.a(v) hereof.
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Joint Determination. During the fifteen (15) day period immediately following the Buyer’s receipt of the Shareholder Representative’s Report (“Joint Determination Period”), the Buyer and Shareholder Representative shall negotiate in good faith to jointly reach an agreement in the non-accepted items and jointly determine the Purchase Price Adjustment (“Joint Determination”). In case such Joint Determination is made, the payment of the Purchase Price Adjustment, if any, shall be made in accordance with Section 3.2.3 below.
Sample 1
Joint Determination. It is the intention of the parties to establish a coordinated marketing, promotion and merchandising plan for the Productions and the Property (provided that SPE’s decision shall be final with respect to the marketing and promotion of Productions and Marvel’s decision shall be final with respect to the exploitation of Classic Items). In this connection, Marvel, SPCP, the Marvel GP and the Sony GP shall consult with each other in good faith on an on-going basis with respect to, and shall jointly determine (subject to the tie-breaker rights provided for in Section 11.b(v)(B), below), all matters relating to the merchandising of Picture-Related Items and Series-Related Items (including toys, stickers and trading cards, irrespective of the fact that such items may be exploited directly by Marvel as part of the Marvel Rights). Without limiting the generality of the foregoing, (subject to the tie-breaker rights provided for in Section 11.b(v)(B), below), Marvel and SPCP shall jointly establish a unified and comprehensive program relating to the merchandising of Picture-Related Items and Series-Related Items and shall jointly exercise all business and creative controls and approvals with respect to the exercise of merchandising rights with respect to Picture-Related Items and Series-Related Items (including determinations regarding what licenses to enter into and the terms and conditions of such licenses). If credit is accorded to the licensing entity in any Picture-Related Item or Series-Related Item or in any paid advertising issued under the control of Marvel, SPCP or the LP, such credit shall be accorded to the LP (rather than to SPCP or Marvel). Although Marvel shall consult with SPCP regarding Classic Items with a view to establishing a unified, comprehensive marketing, promotion and merchandising plan for the Property, nothing contained herein shall affect or limit Marvel’s final authority with respect to Classic Items under Section 11.b(vii) hereof.
Sample 1
Joint Determination. Pay provisions and joint determination are determined by the parties and are found herein as Appendix A. Pay rates on Appendix A includes a 3% increase over the previous agreement. Pay rates listed on Appendix B will be increased. ● Each year following in the contract: Cost of living ● All coaches and advisors shall have equal access to trainings (CPR and van training). Assistant Coaches ● Programs with a Varsity, a JV, and a C team shall have a hired assistant coach. Broadcast Club ● 20 events scheduled with the athletic director and principal, and 10 events to be scheduled flexibly throughout the school year. ● $200 for any event over the 30 scheduled events
Sample 1
Joint Determination. With respect to any action or decision requiring a Joint Determination under this Agreement, either the Company or Wexford (the "Initiating Party") may initiate the Joint Determination process set forth below by delivery of written notice to the other party (the "Other Party") of the action or decision requiring Joint Determination, and specifying therein the Initiating Party's recommendation as to the action or decision to be taken. The Other Party shall have a period of fifteen (15) days after receipt of such written notice to respond in writing to the Initiating Party by setting forth its recommendation as to the action or decision requiring a Joint Determination. If the Other Party fails to do so respond in writing within such fifteen (15) day period, the Initiating Party may take the action recommended in its notice without the further consent or approval of the Other Party, provided that the Other Party shall not be responsible for (and shall be exculpated by the Initiating Party from any liability for) the action recommended by the Initiating Party and/or the implementation thereof If the Other Party responds to the Initiating Party within the fifteen (15) day period, the Other Party and the Initiating Party shall use their reasonable good faith efforts to reach agreement on the action or decision requiring Joint Determination within twenty (20) days after receipt of the Other Party's response. In the event the Company and Wexford cannot agree on an action which requires a Joint Determination within such twenty (20) day period, no such action shall be taken. If a decision is necessary for the operation of the Company or if the Company and/or Wexford so elect, the Company and/or Wexford may petition the Bankruptcy Court for resolution of the dispute.
Sample 1
Joint Determination the valuers appointed under clause 5.5.1 will jointly determine the current market rent of the Premises;
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Related to Joint Determination

  • Expert Determination If the dispute is not resolved under clause 10.3 or clause 10.5, or the parties otherwise agree that the dispute may be resolved by expert determination, the parties may refer the dispute to an expert, in which event:

  • Consent; Determination or Discretion When the consent or approval of a party is required under this Agreement, such consent or approval shall be obtained in writing and unless expressly otherwise provided, shall not be unreasonably withheld or delayed. When a determination or decision is to be made by a party under this Agreement, that party shall make such determination or decision in its reasonable discretion unless expressly otherwise provided.

  • 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.

  • Certain Determinations For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6 (and shall cooperate to the extent necessary for any of the determinations in this Section 6(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify the Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6 shall be binding on the Executive and the Company and shall be made as soon as reasonably practicable and in no event later than 15 days following the later of the Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

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