Knowledge Sharing Agent Sample Clauses

Knowledge Sharing Agent. [Drafting note: ARENA will remove this section where it is not applicable to the Project.] ARENA may engage a consultant [insert organisation name if known] to act as an ARENA Knowledge Sharing Agent. ARENA reserves the right to engage a Knowledge Sharing Agent at any time.
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Knowledge Sharing Agent. ARENA may engage a consultant [insert organisation name if known] to act as an ARENA Knowledge Sharing Agent. ARENA reserves the right to engage a Knowledge Sharing Agent at any time.
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Knowledge Sharing Agent. ARENA reserves the right to engage a Knowledge Sharing Agent at any time.
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Knowledge Sharing Agent. The Department may appoint from time to time a Knowledge Sharing Agent to perform knowledge sharing activities including (but not limited to): (a) collecting, storing, analysing, presenting and reporting on the data generated from the Project; (b) providing detailed disaggregated information to the Department; and (c) providing identified aggregated analysis suitable for public release, in which case the Department will notify the Recipient in writing of the appointment. References to a Knowledge Sharing Agent in this Funding Agreement will be disregarded unless and until the Department appoints a Knowledge Sharing Agent in accordance with this clause 29.3.
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Knowledge Sharing Agent. [Drafting note: ARENA will update this section where it is not applicable to the Project.] ARENA may engage a consultant [insert organisation name if known] to act as an ARENA Knowledge Sharing Agent. ARENA reserves the right to engage a Knowledge Sharing Agent at any time. ARENA may make requests from Projects (and portfolios of Projects) for particular topics to be covered either through lessons learnt reports (where applicable) or ad hoc reports, as required. Where ARENA has not made a specific request, topics are to be relevant and/or topical and have an appreciation for the key audiences. For the avoidance of doubt, business development and marketing material are not considered to be Knowledge Sharing Deliverables. All Knowledge Sharing Deliverables are to be: in accordance with clause 3.4 (Knowledge sharing), in a form and in a form and substance satisfactory to ARENA; readily accessible and searchable; and submitted in final form for revision. Public reports must reflect ARENA’s Report Writing Tips & Guidelines which will be provided by ARENA to the Recipient or can be found on ARENA’s website. Public Knowledge Sharing Deliverables may be published on a public platform determined by ARENA. Any sensitive information (information not for public release) is to be provided as a confidential addendum for ARENA (and classified as Recipient Confidential Information) or as agreed with ARENA. Public Knowledge Sharing Deliverables must be approved by ARENA and published on ARENA’s website prior to publishing on any other external platforms (unless otherwise agreed by ARENA). The Knowledge Sharing Deliverables that need to be provided as part of this Project are listed below. [Drafting note: Include below all the KS Deliverables associated with Milestones. Use the following reference convention: KS[milestone number/deliverable number].] KS1.1, KS[#], KS[#] - Events Summary (Recipient Confidential Information)
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Knowledge Sharing Agent. [Note: ARENA will remove this section where it is not applicable to the Activity.] (i) ARENA has engaged [insert organisation name] to act as its Knowledge Sharing Agent. The Knowledge Sharing Agent performs the following activities under strict confidentiality requirements: (A) Collection and storage of date from ARENA projects; (B) Analyse, present and report on data from ARENA projects; (C) Provide detailed disaggregated information to ARENA; and (D) Provide de-identified/aggregated analyses for public release (that do not reveal commercially sensitive or confidential information).
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Knowledge Sharing Agent the entity engaged by ARENA to work with the Recipient to collect, store, synthesise and analyse data and information and implement Knowledge Sharing Activities involving the Recipient and, as determined from time to time by ARENA, other ARENA funded-projects Knowledge Sharing Obligations the obligations set out in Tables A, B, and C of the Knowledge Sharing Plan. Knowledge Sharing Plan the Knowledge Sharing plan referred to in clause 11 (Knowledge sharing) and set out in Schedule 11 (Knowledge Sharing Plan), as amended from time to time by the parties. Law any applicable statute, regulation, by-law, ordinance, subordinate legislation or rule in force from time to time in Australia, whether made by a State, Territory, the Commonwealth, regulatory body, recognised stock exchange, or a local government, and includes the common law and rules of equity as applicable from time to time. LCOE Calculator the template levelised cost of energy (‘LCOE’) calculator supplied to the Recipient by ARENA. LEADR & IAMA the dispute resolution association with that name, ABN 69 008 651 232, or any dispute resolution association which replaces it or which substantially succeeds to its powers or functions, and the following contact details: Address: Level 0, 00-00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000 Email: xxxx@xxxxxxxxxx.xxxxxxxxx Telephone: +00 0 0000 0000 Fax: +00 0 0000 0000 Legally Committed in relation to Funds, means a present legal obligation or an accrued obligation, derived from contract or by operation of Law, on the Recipient to pay money to a third party, but does not include any future or contingent obligations to make payment to a third party. Licensed Material the Material provided to ARENA by or on behalf of the Recipient in the performance of or in connection with this Agreement, including the Reports and all Material provided in accordance with the Knowledge Sharing Plan. Loss damage, loss, cost, expense (including legal expenses on a full indemnity basis), charge, fee, payment or liability incurred by the person concerned, however arising, whether it is present or future, fixed or ascertained, actual or contingent. LSS Data Specification the spreadsheet that sets out the minimum specification for the data collection, storage and transmission elements of Knowledge Sharing Material reports, presentations, drawings, photographs, models, registers, records, data, software, documents and other information (including where in an electronic form). Material Change any ch...
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Knowledge Sharing Agent. ARENA may engage a consultant [insert organisation name if known] to act as an ARENA Knowledge Sharing Agent. ARENA reserves the right to engage a Knowledge Sharing Agent at any time. ARENA may make requests for particular topics to be covered through ad hoc reports, as required. Where ARENA has not made a specific request, topics are to be relevant and/or topical and have an appreciation for the key audiences. For the avoidance of doubt, business development and marketing material is not considered to be Knowledge Sharing Deliverables. All deliverables are to be: prepared to a standard acceptable to ARENA; readily accessible and searchable; and submitted in final form for revision. Public reports must reflect ARENA’s Report Writing Tips & Guidelines which will be provided by ARENA to the Recipient or can be found on ARENA’s website. Public deliverables may be published on a public platform determined by ARENA. Any sensitive information (information not for public release) is to be provided as a confidential addendum for ARENA (as Recipient Confidential Information) or as agreed with ARENA. Public deliverables must be approved by ARENA prior to publishing. KS1. ARENA 15-minute survey Efficient qualitative and quantitative data gathering. ARENA may use this information in anonymised portfolio analysis and reporting. Quarterly From Commencement Date to Final Milestone Date Confidential, except where the information is anonymised and aggregated ARENA may share the information publicly ARENA will provide a link to the survey each quarter.
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Knowledge Sharing Agent. XXXXX will engage a suitable qualified consultant to act as an ARENA Knowledge Sharing Agent to review, aggregate or evaluate knowledge deliverables of the Project. The Recipient must provide all reasonable assistance to ARENA (and any third party appointed by ARENA) for such activity. ARENA reserves the right to engage a Knowledge Sharing Agent at any time. ARENA may make requests from Projects (and portfolios of Projects) for particular topics to be covered either through lessons learnt reports (where applicable) or ad hoc reports, as required. Where ARENA has not made a specific request, topics are to be relevant and/or topical and have an appreciation for the key audiences. For the avoidance of doubt, business development and marketing material is not considered to be Knowledge Sharing Deliverables. All deliverables are to be prepared to a standard acceptable to ARENA, are to be readily accessible and searchable, and to be submitted in final form for revision. All public deliverables are to the meet the criteria set out in ARENA’s Report Writing Tips & Guidelines, which will be provided by ARENA to the Recipient and can be found on ARENA’s website. Public deliverables may be published on a public platform determined by ARENA. Any sensitive information (information not for public release) is to be provided as a confidential addendum for ARENA (as Recipient Confidential Information) or as agreed with ARENA. No. Deliverable title Purpose Frequency When? Accessibility (Public or Recipient Confidential Information) (clause 23) Content and delivery KS1 ARENA 15-minute Project survey Efficient qualitative and quantitative data gathering. ARENA may use this information in anonymised portfolio analysis and reporting. Quarterly From Commencement Date to the Final Milestone Date Recipient Confidential Information, unless the information is used in an anonymised and aggregated manner ARENA to provide link to survey each quarter. KS2 Lessons Learnt Report To share key lessons from the Project and implications for industry. No less than every 6 months. From Commencement Date [or the later of the Commencement Date or Financial Close] to the Final Milestone Date Public Report must comply with the standards outlined in 4.5 of this Schedule. Public Report detailing the lessons, challenges and solutions for the following topics: Project objectives and progress to-date. Technical (e.g., grid connection or configuration issues, other constraints) Commercial/financial (e.g....
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Related to Knowledge Sharing Agent

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Sub-Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Adviser and the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Adviser copies of its Form ADV as most recently filed with the SEC and will provide the Adviser and the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Adviser and the Trust of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Sub-Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Purchaser Representative (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party any indemnification claims by any of them under Article VI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Purchaser Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Purchaser Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Purchaser Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with an interest. The Purchaser Representative xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement. (b) The Purchaser Representative shall not be liable for any act done or omitted under any Purchaser Representative Document as the Purchaser Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Purchaser shall indemnify, defend and hold harmless the Purchaser Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties under any Purchaser Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable under or in connection with any Purchaser Representative Document for any indirect, punitive, special or consequential damages. The Purchaser Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Purchaser Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Purchaser, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Purchaser Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 9.16 shall survive the Closing and continue indefinitely. (c) The Person serving as the Purchaser Representative may resign upon ten (10) days’ prior written notice to the Purchaser and the Seller Representative, provided, that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each successor Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include any such successor Purchaser Representatives.

  • Servicer Representative The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Review Materials on the Servicer’s originations, receivables or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

  • Agent Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.

  • Escrow Agent Not Responsible after Release The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.

  • Appointment of Controlling Noteholder Representative (a) The Controlling Noteholder shall have the right at any time to appoint a controlling noteholder representative to exercise its rights hereunder (the “Controlling Noteholder Representative”). The Controlling Noteholder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Noteholder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Noteholder may, at its option, in each case, act through the Controlling Noteholder Representative. The Controlling Noteholder Representative may be any Person (other than a Borrower Party), including, without limitation, the Controlling Noteholder, any officer or employee of the Controlling Noteholder, any Affiliate of the Controlling Noteholder or any other unrelated third party. No such Controlling Noteholder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Noteholder). All actions that are permitted to be taken by the Controlling Noteholder under this Agreement may be taken by the Controlling Noteholder Representative acting on behalf of the Controlling Noteholder and other Noteholders (and any Servicer) will accept such actions of the Controlling Noteholder Representative as actions of the Controlling Noteholder. The Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as a Controlling Noteholder Representative until the Controlling Noteholder has notified the Lead Securitization Noteholder (and any Servicer) of such appointment and, if the Controlling Noteholder Representative is not the same Person as the Controlling Noteholder, the Controlling Noteholder Representative provides the Lead Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address, any fax number and any email address for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses, telephone numbers, any fax numbers and any email addresses). The Controlling Noteholder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Noteholder Representative until they receive such information from the Controlling Noteholder. The Controlling Noteholder agrees to inform each such Servicer or Trustee of the then-current Controlling Noteholder Representative. (b) Neither the Controlling Noteholder Representative nor the Controlling Noteholder will have any liability to any other Noteholder or any other Person for any action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing Agreement, or for errors in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence. The Noteholders agree that the Controlling Noteholder Representative and the Controlling Noteholder may take or refrain from taking actions that favor the interests of one Noteholder over any other Noteholder, and that the Controlling Noteholder Representative may have special relationships and interests that conflict with the interests of a Noteholder and, absent willful misfeasance, bad faith or gross negligence on the part of the Controlling Noteholder Representative or such Controlling Noteholder, as the case may be, agree to take no action against the Controlling Noteholder Representative, such Controlling Noteholder or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or interests, and that neither the Controlling Noteholder Representative nor such Controlling Noteholder will be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting solely in the interests of any Noteholder. (c) Each of the other Noteholders acknowledges and agrees all of the aforementioned rights and obligations of the Controlling Noteholder and the Controlling Noteholder Representative set forth in Section 5(f) and 5(g) and this Section 6 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified in the Servicing Agreement) to the extent set forth in the Servicing Agreement.

  • Placement Agent It will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

  • No Financial Advisor, Placement Agent, Broker or Finder The Company represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, attorneys' fees and out of pocket expenses) arising in connection with any such claim.

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

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