Management Operations Sample Clauses

Management Operations. The AOL Buying Directory will enable AOL Users to search across Onvia's inventory of products and services along with such other third-party inventory integrated into the AOL Buying Directory in accordance Exhibit A-1 and Exhibit I hereto. AOL will have design approval rights for user interface and display elements of the AOL Buying Directory and results pages (e.g., the manner in which results pages will list AOL third party partner inventory as well as Onvia inventory). As long as Onvia's products and services are directly relevant to the queried item or service, AOL will list at least one of Onvia's products or services [* * *] on the first results page. Upon AOL's request, Onvia will integrate into the AOL Buying Directory (including without limitation the results pages thereof), third-party services and products, in a manner specified by AOL and in accordance with the schedule set forth in Exhibit A-1 and Exhibit I hereto. The products and services of Onvia to be integrated into the AOL Buying Directory are limited to the categories of products and services set forth in Exhibit D hereto but shall include a comprehensive offering of such categories as set forth on Exhibit A-1. Although the AOL Buying Directory may reside within the AOL Network rather than the Co-Branded Site, all express obligations, Execution Copy representations and warranties of Onvia herein with respect to the Co-Branded Site (e.g., management, quality, competitiveness, etc.), shall apply equally with respect to the AOL Buying Directory (except as otherwise expressly set forth in this Section 6.4). Notwithstanding anything to the contrary, AOL owns, operates and controls all areas on which the AOL Buying Directory resides, including the Advertising inventory therein; provided that Onvia retains any existing ownership of (i) any proprietary underlying technology related to the AOL Buying Guide as provided by Onvia to AOL, and (ii) the Co-Branded Site Buying Directory (defined below), subject to the terms hereof. In addition to the other operational requirements of this Agreement, Onvia shall ensure that the AOL Buying Directory performs searches and displays results at least as quickly as the buying directory then-currently available on the Standard Site. Such results shall be displayed in a manner designated by AOL from time to time, which may include [* * *]. If and when (in AOL's discretion) AOL launches the [* * *], then Onvia shall promptly make the AOL Buying Directory availab...
Sample 1
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Management Operations. In light of the novel coronavirus disease 2019 (COVID-19) pandemic, XXXX planned many of the activities for Year 4 with remote work in mind. However, as the disease surges in communities globally, the availability of stakeholders may shift accordingly. Further, as restrictions ease in places where the burden of the COVID-19 pandemic is lessening, SALT is prepared to accommodate that shift, heeding all public health guidance. With the unpredictable nature of pandemics, communication is vital; therefore, SALT will continue to keep an open line of communication with USAID and foundation partners should there be an impact to XXXX’s proposed work in Year 4. Management of staff and resources is an important part of implementing a USAID cooperative agreement. In order to be effective in technical implementation and operational compliance, staff management must be a priority. SALT will operate as a cohesive unit to implement the program. While staff is in California, Colorado, and Washington, D.C., FishWise will ensure that frequent and consistent communication systems are in place for video and audio meetings.
Sample 1
Management Operations. The management of the site will include the following: site inspections; mowing of grass verges and path edges; repairing and keeping paths weed free; tree thinning and shrub coppicing to establish woodland areas and retain open wetland areas for newts; keeping ponds, culverts and ditches clear of overgrowth; clearing litter; maintaining the xxxx xxxxx and passes; purchasing and maintaining welcome signs; newt monitoring and any actions needed to protect them such as removing fish from xxxx xxxxx. Ecological surveys will take place to identify ways to improve the site for wildlife and it is envisaged that the conservation interest of the site will grow as the site develops. 3.3 LRT owns the land. It will manage the endowment and will appoint CCDC as the site manager to manage the site in accordance with the adopted management plan. LRT will retain responsibility for the site relating to its history as a former brickworks and coal and refuse tip. CCDC will be responsible for the physical maintenance of the site, staffing, and co- ordinating the roles of other partners, together with day to day health and safety under normal occupiers liability. Other interested parties include English Partnerships (EP) and Advantage West Midlands. It is also hoped to consult with and involve the following organisations and groups: o Hednesford Football Club and the business units, to gain their support and work with them to ensure that parts of their land can linked ecologically o Local Residents bordering the site, aim to consider setting up a Friends Group and / or Voluntary Ranger Service o Anglers, so that fishing can be legitimised, improved and controlled o The Wildlife Trust – to gain advice on habitat management o Forest of Mercia o Hednesford Town Council, Xxxxx Xxxxx and Wimblebury Parish Council
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Management Operations. Except as expressly provided otherwise by the terms of this Agreement, the determination and administration of CITY policy, the operations of the CITY and the direction of the employees are vested exclusively in the City Manager or his designated representatives when so delegated by the City Manager.
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Management Operations. The Board of Managers shall have general power to manage the Company. Nothing in this Agreement is intended to limit the Board of Managers from outsourcing some or all of the Board of Manager’s duties. All outsourced duties shall be memorialized in a separate contractual agreement between the Company and the entity or entities to which duties have been outsourced. Notwithstanding the foregoing, it is the Members’ intent for the Company to enter into a management and technology services contract with Community Care of North Carolina, Inc. (the “CCNC Contract”) upon industry-standard terms and conditions. In the event the CCNC Contract is terminated pursuant to its provisions, the Company may contract with another entity or entities pursuant to its policies and procedures.
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Management Operations. TERASUM will carry out the Management Transactions via the Trading Platform, based on the best sale and purchase prices offered on this Trading Platform on the date of the Management Transaction. TERASUM shall not be obliged to use any other trading platform or to seek other sale or purchase prices than those offered on the Trading Platform.
Sample 1
Management Operations. Those which demand high levels of managerial expertise and competence to co-ordinate and direct a variety of technical programmes. This may entail determining technical service standards and priorities (generally in conjunction with professional staff) within operational directives and the constraints of resources. Positions at this level are generally the recognised head of a major work group/production operation within the organisation. Supervision/Management Operations. Functions: - the coordination of technical operations. - the planning of work flow within a technical environment to achieve an end result. - the direction of technical employees and technical support personnel to contribute to the achievement of the end result/operations. - the organisation of staff/physical/financial resources to undertake technical work and/or contribute to the achievement of technical objectives - the evaluation of technical operations/contributions. - the oversight of technical activities. - the management of projects - the supervision of work programmes/contracts/activities - the administration of contracts/programmes. - the coordination/control of technical/non-technical staff. - the management of field camps. • the application of scientific knowledge, expertise and competence to perform standard or routine diagnostic/research duties, including participation in problem definition, planning, execution, analysis and reporting. • the scope and complexity of duties within the diagnostic/research environment will increase with experience to give an evolving level of operational competence. • application of professional knowledge.
Sample 1
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Management Operations. The AOL Buying Directory will ---------------------- enable AOL Users to search across Onvia's inventory of products and services along with such other third-party inventory integrated into the AOL Buying Directory in accordance Exhibit A-1 and Exhibit I hereto. AOL will have design approval rights for user interface and display elements of the AOL Buying Directory and results pages (e.
Sample 1
Management Operations 
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Related to Management Operations

  • Interim Operations Except as (x) required by applicable Law, (y) expressly contemplated or required by this Agreement or (z) set forth in Section 6.1 of the Company Disclosure Letter, the Company Parties covenant and agree that, from and after the execution and delivery of this Agreement and prior to the Company Merger Effective Time, except with the prior written consent of Parent (which consent is not to be unreasonably withheld, conditioned or delayed), each of the Company Parties shall, and shall cause their Subsidiaries to, conduct their business in the ordinary course and shall, and shall cause their Subsidiaries to, use their respective commercially reasonable efforts to (1) preserve their business organizations intact and (2) maintain existing relations and goodwill with Governmental Entities and customers, suppliers, employees and business associates. (a) Without limiting the generality of the foregoing and in furtherance thereof, from and after the execution and delivery of this Agreement until the Company Merger Effective Time, except as (x) required by applicable Law, (y) expressly contemplated or required by this Agreement, or (z) as set forth in the relevant subsection of Section 6.1 of the Company Disclosure Letter (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections such action shall be expressly permitted under the first sentence of Section 6.1), except with the prior written consent of Parent (which consent not to be unreasonably withheld, conditioned or delayed), none of the Company Parties will and the Company Parties will not permit any of their Subsidiaries to: (i) adopt any change in the Company's certificate of incorporation or bylaws or DPA's limited liability company agreement, or adopt any material change in the applicable governing instruments of any of their Subsidiaries; (ii) merge or consolidate with any other Person or restructure, reorganize or completely or partially liquidate, except for (A) the Mergers or (B) any such transaction between wholly owned Subsidiaries of the Company Parties, or between any wholly owned Subsidiary of the Company Parties and the Company Parties, unless reasonably objected to by Parent following consultation; (iii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) (x) any corporation, partnership or other business organization or (y) any assets from any other Person (excluding ordinary course purchases of goods, products and off-the-shelf Intellectual Property), except, following reasonable advanced consultation with Parent, where the consideration in such transaction is not in excess of $2,000,000 individually or $5,000,000 in the aggregate; (iv) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of its capital stock or equity interests or the capital stock or equity interests of any of its Subsidiaries (other than (A) the issuance of Class A Shares upon the exercise of Company Options and settlement of Company RSAs and Director RSAs in accordance with the Stock Plan, in each case that are outstanding as of the date hereof or that are issued after the date hereof in compliance with this Agreement, (B) the issuance of Class A Shares pursuant to that certain Exchange Agreement dated as of October 3, 2007, as amended through the date hereof, by and among the Company Parties and certain unitholders of DPA (the “Exchange Agreement”), (C) between wholly owned Subsidiaries of the Company Parties or between a wholly owned Subsidiary of the Company Parties and a Company Party), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, stock units, stock awards, warrants or other rights of any kind to acquire any shares of such capital stock, equity interests, convertible or exchangeable securities; (v) make any loans, advances or capital contributions to or investments in any Person (other than the Company Parties or any direct or indirect wholly owned Subsidiary of the Company Parties) other than in the ordinary course of business consistent with past practice (including business expense advances to employees) in amounts not in excess of $750,000; (vi) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or equity interests (except for (A) regular quarterly cash dividends at a rate not in excess of $0.09 per Class A Share and $0.09 per New Class A Unit, with record dates and payment dates consistent with the prior year, (B) tax distributions not in excess of those provided for pursuant to Section 4.4 of the limited liability company agreement of DPA or (C) dividends paid by any direct or indirect wholly owned Subsidiary to the Company Parties or to any other direct or indirect wholly owned Subsidiary) or enter into any agreement with respect to the voting of its capital stock; (vii) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or equity interests (other than the acquisition in the ordinary course of business consistent with past practice of any Class A Shares tendered by current or former Service Providers in connection with the cashless exercise of Company Options or in order to pay Taxes in connection with the exercise of Company Options or the vesting of Company RSAs and Director RSAs or in connection with any obligation under the Exchange Agreement); (viii) incur any Indebtedness for borrowed money or guarantee such Indebtedness of another Person (other than a wholly owned Subsidiary of the Company Parties), or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company Parties or any of their Subsidiaries, in each case other than (A) in the ordinary course of business consistent with past practice with a face value or principal amount not in excess of $2,500,000 in the aggregate, or (B) in the ordinary course under letters of credit, lines of credit or other credit facilities or arrangements in effect on the date hereof so long as the total Indebtedness incurred under all such letters of credit, lines of credit or credit facilities does not exceed $50,000,000 in the aggregate; (ix) make or authorize any capital expenditures in excess of $500,000 individually or $1,500,000 in the aggregate, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with the 2013 capital expenditure budget of the Company Parties and their Subsidiaries in effect on the date of this Agreement (a copy of which has been previously provided to Parent); (x) make any material changes with respect to any method of Tax or financial accounting policies or procedures, except as required by changes in GAAP or by a Governmental Entity; (xi) compromise, settle or agree to settle any claims (A) involving amounts in excess of $250,000 individually or $1,000,000 in the aggregate, except to the extent reflected or reserved against in the Company's consolidated balance sheet as of September 30, 2012 included in the Company Reports in respect of the claim being settled or (B) that would impose any material non-monetary obligations on the Company Parties or their Subsidiaries or Affiliates that would continue after the Company Merger Effective Time; (xii) make any material Tax election, file any material amended Tax Return, settle or compromise any material Tax liability, enter into any closing agreement with respect to any material Tax or surrender any right to claim a material Tax refund; (xiii) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire, xxxxx x Xxxx (other than a Permitted Lien) on or otherwise dispose of any assets, properties or rights of the Company Parties or their Subsidiaries, including capital stock of any of their Subsidiaries that are material to the Company Parties and their Subsidiaries, taken as a whole, except (A) in the ordinary course of business consistent with past practice or (B) Liens granted in connection with any indebtedness permitted under this Section 6.1; (xiv) except as required under applicable Law or the terms of any Benefit Plan in effect as of the date hereof (A) grant, provide or increase (or commit to grant, provide or increase) any severance or termination payments or benefits to any current or former Service Provider who is or was an executive officer, a director or other Service Provider earning annual compensation (base salary and incentive opportunities) in excess of $750,000 (any such Service Provider, a “Material Service Provider”), grant or provide for (or commit to grant or provide for) any severance or termination payments or benefits to any other current or former Service Provider other than in the ordinary course of business consistent with past practice or increase (or commit to increase) any severance or termination payments or benefits; (B) increase in any manner the compensation or benefits of any current or former Service Provider, except (x) for increases in base salary in the ordinary course where the aggregate increase does not exceed 4.5% percent of the aggregate annualized salaries in 2012 and (y) the payment of bonuses for the 2012 performance year in the ordinary course of business and, with respect to Material Service Providers consistent with past practice, and otherwise in the aggregate consistent with past practice, and not in excess of the amounts set forth in Section 6.1(a)(xiv) of the Company Disclosure Letter; (D) become a party to, establish, adopt, terminate, materially amend (or commit to become a party to, establish, adopt, terminate, or materially amend) any Benefit Plan or arrangement that would have been a Benefit Plan if in effect on the date hereof (other than routine changes to welfare plans) or accelerate the vesting of, or lapse of restrictions on, any compensation for the benefit of any current or former Material Service Provider; (E) cause the funding of any rabbi trust or similar arrangement or take any action to fund or in any other way secure the payment of compensation or benefits under any Benefit Plan; or (F) terminate the employment or services of any Material Service Provider other than for cause, or hire any Person that would reasonably be expected to be a Material Service Provider; (xv) abandon, convey title (in whole or in part), exclusively license or grant any right or other licenses to material Intellectual Property owned or exclusively licensed to the Company Parties or any of their Subsidiaries, or enter into licenses or agreements that impose material restrictions upon the Company Parties or any of their Subsidiaries with respect to its or their use of material Intellectual Property owned by any third party, in each case other than in the ordinary course of business consistent with past practice; (A) except in the ordinary course of business consistent with past practice, (1) modify or amend, or voluntarily or prematurely terminate, any Material Contract (other than extensions at the end of term that do not materially modify or amend the terms of such Contract or modifications or amendments to reflect actual services performed), (2) enter into any successor agreement to an expiring Material Contract that materially modifies or amends the terms of such expiring Material Contract or (3) enter into any new agreement that would have been considered a Material Contract if it were entered into at or prior to the date hereof other than any such Contracts that may be cancelled, terminated or withdrawn without material liability to the Company Parties or their Subsidiaries upon notice of 90 days or less or (B) enter into any new agreement that would have been considered a Material Contract pursuant to clause (B), (I), (O) or (Q) of Section 5.1(q) if it were entered into at or prior to the date hereof; (xvii) fail to maintain in full force and effect material insurance policies covering the Company Parties and their Subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practice; or (xviii) agree, authorize or commit to do any of the foregoing. (b) Each of the Buyer Parties agrees that, from and after the execution and delivery of this Agreement and until the Company Merger Effective Time, it shall not consummate or agree to consummate any purchase or other acquisition of any assets, licenses, operations, rights or businesses (other than as expressly contemplated by this Agreement) that, individually or in the aggregate with any other such purchase or acquisition, is reasonably likely to (i) prevent or materially delay from obtaining any consents, registrations, approvals, permits or authorizations required to be obtained from any Governmental Entity in connection with the consummation of the Mergers and the other transactions contemplated hereby, (ii) result in the imposition of a condition or conditions on any such consents, registrations, approvals, permits or authorizations, or (iii) otherwise prevent or materially delay any party hereto from performing its obligations hereunder or consummating the Mergers and the other transactions contemplated hereby. (c) Nothing contained in this Agreement is intended to give any Buyer Party, directly or indirectly, the right to control or direct the Company Parties' or their Subsidiaries' operations prior to the Company Merger Effective Time, and nothing contained in this Agreement is intended to give the Company Parties or their Subsidiaries, directly or indirectly, the right to control or direct the Buyer Parties' operations. Prior to the Company Merger Effective Time, each of the Buyer Parties and the Company Parties shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries' respective operations. (d) Unless otherwise agreed by the parties hereto, following the date hereof and prior to the Closing Date, the Company shall use commercially reasonable efforts to make available to Parent: (i) an estimate of the amounts potentially payable to each Service Provider under any Benefit Plan in connection with the execution and delivery of this Agreement, the adoption of this Agreement by holders of shares constituting the Company Requisite Vote or the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event, including as a result of a termination of employment or service), including the amount of any “excess parachute payments” within the meaning of Section 280G of the Code and any excise tax gross-up that could become payable under any Benefit Plans; (ii) complete and correct copies of each Lease; and (iii) true and complete current copies of all material Benefit Plans and, where applicable, (A) the most recently prepared actuarial report or financial statement with respect thereto, (B) the most recent summary plan description, and all material modifications thereto with respect thereto, (C) the most recent annual report (Form 5500 Series) and accompanying schedule with respect thereto, (D) the most recent determination letter with respect thereto, (E) copies of any material written correspondence with a Governmental Entity with respect thereto and (F) any related funding arrangements with respect thereto.

  • Current Operating Areas Where logging or road construction is in progress but not completed, unless agreed otherwise, Purchaser shall, before opera- tions cease annually, remove all temporary log culverts and construct temporary cross drains, drainage ditches, dips, berms, culverts, or other facilities needed to control erosion.

  • Co-operation Each Party acknowledges that this ESA must be approved by the Department and agree that they shall use Commercially Reasonable efforts to cooperate in seeking to secure such approval.

  • Direct Operation System Agency may temporarily assume operations of a Grantee’s program or programs funded under this Contract when the continued operation of the program by Xxxxxxx puts, at risk, the health or safety of clients and/or participants served by Grantee.

  • Ongoing Operations From the Effective Date through Closing:

  • Management and Operations Promotes the learning and growth of all students and the success of all staff by ensuring a safe, efficient, and effective learning environment, using resources to implement appropriate curriculum, staffing, and scheduling

  • Banking Operations Enter into any new material line of business; change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority; or file any application or make any contract with respect to branching or site location or branching or site relocation.

  • Management and Operation of Business Section 7.1 Management 47 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59

  • Safe Operations Notwithstanding any other provision of this Agreement, an NTO may take, or cause to be taken, such action with respect to the operation of its facilities as it deems necessary to maintain Safe Operations. To ensure Safe Operations, the local operating rules of the ITO(s) shall govern the connection and disconnection of generation with NTO transmission facilities. Safe Operations include the application and enforcement of rules, procedures and protocols that are intended to ensure the safety of personnel operating or performing work or tests on transmission facilities.

  • Processing operations The personal data transferred will be subject to the following basic processing activities (please specify):

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