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Joint Determination Sample Clauses

Joint DeterminationThe 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.
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.
Joint DeterminationPay 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
Joint DeterminationWith 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.
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.
Joint Determination the valuers appointed under clause 5.5.1 will jointly determine the current market rent of the Premises;

Related to Joint Determination

  • 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.

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Interest Determination Dates The interest rate applicable to a Floating Rate Note for an Interest Reset Period commencing on the related Interest Reset Date will be determined by reference to the applicable Interest Rate Basis as of the particular “Interest Determination Date”, which will be: (1) with respect to the Federal Funds Open Rate—the related Interest Reset Date; (2) with respect to the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate—the Business Day immediately preceding the related Interest Reset Date; (3) with respect to the CD Rate and the CMT Rate—the second Business Day preceding the related Interest Reset Date; (4) with respect to the Constant Maturity Swap Rate—the second U.S. Government Securities business day preceding the related Interest Reset Date, provided, however, that if after attempting to determine the Constant Maturity Swap Rate, such rate is not determinable for a particular Interest Determination Date, then such Interest Determination Date shall be the first U.S. Government Securities business day preceding the original interest determination date for which the Constant Maturity Swap Rate can be determined; (5) with respect to LIBOR—the second London Banking Day (as defined below) preceding the related Interest Reset Date; and (6) with respect to the Treasury Rate—the day of the week in which the related Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned (i.e., Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that the auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the related Interest Reset Date, the Interest Determination Date will be the preceding Friday. The Interest Determination Date pertaining to a Floating Rate Note, the interest rate of which is determined with reference to two or more Interest Rate Bases, will be the latest Business Day which is at least two Business Days before the related Interest Reset Date for the applicable Floating Rate Note on which each Interest Reset Basis is determinable. “London Banking Day” means a day on which commercial banks are open for business (including dealings in the LIBOR Currency) in London.

  • INDEPENDENT PRICE DETERMINATION 6.1 By signing and submitting this bid, the Bidder certifies that the prices in this bid have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder prior to bid opening directly or indirectly to any other Bidder or to any competitor; no attempt has been made, or will be made, by the Bidder to induce any person or firm to submit, or not to submit, a bid for the purpose of restricting competition.

  • 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.

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

  • Certain Determinations (a) For purposes of determining compliance with any of the covenants set forth in Article VI or Article VII (including in connection with any Incremental Commitment) at the time of incurrence or utilization thereof, if any Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction meets the criteria of one, or more than one, of the clauses of the provision permitting such Lien, Investment, Indebtedness, Restricted Payment or Affiliate transaction, as the case may be, the Borrower shall in its sole discretion determine under which clause or clauses such Lien (other than Liens with respect to the Facilities), Investment, Indebtedness (other than Indebtedness consisting of the Facilities), Disposition, Restricted Payment or Affiliate transaction (or, in each case, any portion thereof), as the case may be, is classified and may later (on one or more occasions), may make any subsequent re-determination and/or at a later time divide, classify or reclassify under the clause or clauses such Lien, Investment, Indebtedness, Disposition, Restricted Payment or Affiliate transaction was initially determined to have been incurred or utilized. 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 Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and/or Consolidated First Lien Net Leverage Ratio) (any such amounts, the “Fixed Amounts”) intended to be utilized with or 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.

  • 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.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.