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MANAGING DIFFERENCES Sample Clauses

MANAGING DIFFERENCES. 10.1 Any complaints, differences or disputes which may arise between the Parties concerning or arising out of or in relation to this Agreement, the application of any of the ancillary policies and procedures referred to herein or the Rower's membership of the carding scheme (in each case, a "Dispute") shall be dealt with under the procedures set out in Rowing Ireland's Complaints Policy. 10.2 The Parties acknowledge the importance of dealing with Disputes openly, honestly and fairly as soon as they arise and each of the Parties agrees to notify the other of the full details of any Dispute at the earliest possible opportunity. 10.3 Any complaints, differences or disputes which may arise between the Parties concerning or arising out of or in relation to this Agreement in regard to selection (in each case, a "Dispute") shall be dealt with under the procedures set out in Rowing Ireland's Selection Appeals Procedure.
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MANAGING DIFFERENCES. Parties to this Agreement acknowledge that they have legitimate differences in governance, roles and responsibilities. The Parties agree to work constructively to honour the terms of the Agreement. The Parties acknowledge that this Agreement does not create, and is not to be construed as creating, a legally binding and enforceable contract. Partners will ensure that the decisions and strategic actions approved by the Partnership will be conducted in the best interests of children and families experiencing vulnerability and all Aboriginal children and families in [insert LGA]. Parties will undertake responsibility to ensure that the statutory requirements, policies and fiduciary responsibilities of Local Government, funding agencies or individual Partners are not compromised or result in any damage or loss to the reputations of the parties involved. Parties agree that in the event of a Partner stating that one or more undertakings in the Agreement are not being fulfilled, Parties will endeavour to ensure that the undertaking is satisfied or that an alternative solution is agreed upon. Any dispute between the parties will be identified and acted upon at the earliest possible opportunity. Disputes will in the first instance be dealt with by the designated manager from each agency, who will meet with the aim of reaching a resolution. If the matter cannot be resolved an independent mediator may be engaged by either party to resolve the matter. The cost of the mediator will be divided equally between the parties. Media Contact and Community Information The Fund Holder will be the key contact for all media enquiries and distribution of information to the community about the Best Start Partnership. Non-authorised members of the Partnership shall not be permitted to discuss the business of the Partnership with the media and will be required to direct any media enquiries to the nominated representative of the Fund Holder. Contact with and information provided to the media, including newspapers, radio and television will be endorsed by the Partnership and issued by the Fund Holder. Ratification by respective individual Partner organisations will be required if media releases involve their organisation. Evaluation and Review The Agreement and Logic Model will be reviewed annually with regard to progress made by the Parties in respect of achieving the agreed outcomes and relevance of the Logic Model in response to emerging data or community trends. Variation of Agreeme...
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MANAGING DIFFERENCES. The Athlete acknowledgeathe importance of dealing with disputes openly, honestly and fairly as soon as they arise and shall notify the Team Manager of the full details of any dispute at the earliest possible opportunity.
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MANAGING DIFFERENCES. The Athlete and parents acknowledge the importance of dealing with disputes openly, honestly and fairly as soon as they arise and shall notify the Team Manager of the full details of any dispute at the earliest possible opportunity. Swiss Netball has zero tolerance to bullying. If there is bullying reported to any member of the Management team, this will be taken seriously. An athlete will be suspended from the Squad if deemed appropriate by the Management Team and no refund will be given. The Athlete agrees to wear the designated clothing and use designated team equipment as required by Swiss Netball. All National Squad athletes are expected to attend the Europe Netball C Award Theory course and sit the online written assessment (if not an active qualified umpire) and assist at a minimum of 1 event per year. If an athlete wishes to continue the pathway to becoming a fully qualified C Award umpire she will need to complete the Practical assessment which will be at an additional cost to the athlete.
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MANAGING DIFFERENCES. The MALS partners agree that they have legitimate differences in governance, roles and responsibilities. The partners intend to give effect to this Agreement and to work constructively to honor its terms. They acknowledge that it does not create, and must not be construed as creating, a legally binding agreement.
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MANAGING DIFFERENCES. The Athlete and parents acknowledge the importance of dealing with disputes openly, honestly and fairly as soon as they arise and shall notify the Team Manager of the full details of any dispute at the earliest possible opportunity.
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MANAGING DIFFERENCES. 8.1 The Parties acknowledge the importance of dealing with disputes openly, honestly and fairly as soon as they arise and each of the Parties agrees to notify the other of the full details of any dispute at the earliest possible opportunity. 8.2 Each Party shall appoint an appropriate senior person to take initial responsibility for the conduct of any dispute raised by the other Party. In doing so, both Parties acknowledge the importance of involving a person who is sufficiently removed from the issues in dispute and who is suitably qualified and experienced to take a fair and objective view. 8.3 In the event that the dispute is not resolved following this process the Parties agree to submit the dispute to Sport Resolutions (a trading name of the Sports Dispute Resolution Panel Ltd – Company No. 3351039) for resolution by mediation in accordance with Sport Resolutions’ mediation procedure. 8.4 If the dispute is not settled within 60 days of the mediation being initiated, or within such other period as the Parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration Act 1996 and Sports Resolutions UK’s arbitration rules. 8.5 The use of the dispute resolution procedures set out in this Clause 8 shall not delay or take precedence over the provision for termination set out in Clause 9 (Termination of Contract).
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Related to MANAGING DIFFERENCES

  • Asset Management Fees (i) Except as provided in Section 8.03(ii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any period shall be deferred without interest and may be paid in such other fiscal period as the Advisor shall determine. (ii) Notwithstanding anything contained in Section 8.03(i) to the contrary, a Property, Loan or other Permitted Investment that has suffered an impairment in value, reduction in cash flow or other negative circumstances may either be excluded from the calculation of the Cost of Real Estate Investments or the Cost of Loans and other Permitted Investments or included in such calculation at a reduced value that is recommended by the Advisor and the Company's management and then approved by a majority of the Company's independent directors, and the resulting change in the Asset Management Fee with respect to such investment will be applicable upon the earlier to occur of the date on which (i) such investment is sold, (ii) such investment is surrendered to a Person other than the Company, its direct or indirect wholly owned subsidiary or a Joint Venture or partnership in which the Company has an interest, (iii) the Advisor determines that it will no longer pursue collection or other remedies related to such investment, or (iv) the Advisor recommends a revised fee arrangement with respect to such investment.

  • Base Management Fee The Base Management Fee shall be calculated at an annual rate of 1.50% of the Company’s average weekly gross assets. The Base Management Fee shall be payable quarterly in arrears, and shall be calculated based on the average weekly value of the Company’s gross assets during the most recently completed calendar quarter. All or any part of the Base Management Fee not taken as to any quarter shall be deferred without interest and may be taken in such other quarter as the Adviser shall determine. For purposes of computing the Base Management Fee, cash and cash equivalents shall be excluded from gross assets.

  • Investment Management Fee For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month. If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii). If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers and reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered. To the extent that waivers and reimbursements by the Advisor required by such limitations are in excess of the Advisor's management fee, the Investment Management Fee paid to the Sub-Advisor will be reduced to zero for that month, but in no event shall the Sub-Advisor be required to reimburse the Advisor for all or a portion of such excess reimbursements.

  • Collateral Management Fee Borrower shall pay Lender as additional interest a monthly collateral management fee (the "COLLATERAL MANAGEMENT Fee") equal to 0.083% of the daily average amount of the balances under the Revolving Facility outstanding during the preceding month. The Collateral Management Fee shall be payable monthly in arrears on the first day of each successive calendar month (starting with the month in which the Closing Date occurs).

  • Managing Director 1. The Managing Director shall be appointed by the Board of Governors from among candidates having the nationality of an ESM Member, relevant international experience and a high level of competence in economic and financial matters. Whilst holding office, the Managing Director may not be a Governor or Director or an alternate of either. 2. The term of office of the Managing Director shall be five years. He or she may be re-appointed once. The Managing Director shall, however, cease to hold office when the Board of Governors so decides. 3. The Managing Director shall chair the meetings of the Board of Directors and shall participate in the meetings of the Board of Governors. 4. The Managing Director shall be chief of the staff of the ESM. He or she shall be responsible for organising, appointing and dismissing staff in accordance with staff rules to be adopted by the Board of Directors. 5. The Managing Director shall be the legal representative of the ESM and shall conduct, under the direction of the Board of Directors, the current business of the ESM.

  • Asset Management Fee The fee payable to the Advisor for day-to-day professional management services in connection with the Company and its investments in Assets pursuant to this Agreement.

  • Investment Strategy The Company’s investment strategy described in the Registration Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of the Company’s business, and no material deviation from such investment strategy is currently contemplated.

  • Agent Sales Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, following the effectiveness of the Registration Statement, the Company will issue and agrees to sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, on the following terms: (i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Manager on any day that (A) is a Trading Day, (B) the Company has instructed the Manager by telephone (confirmed promptly by electronic mail) to make such sales (“Sales Notice”) and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Manager daily (subject to the limitations set forth in Section 2(d)) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Manager shall use its commercially reasonable efforts to sell on a particular day all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 2(b) shall be the market price for the shares of Common Stock sold by the Manager under this Section 2(b) on the Trading Market at the time of sale of such Shares. (ii) The Company acknowledges and agrees that (A) there can be no assurance that the Manager will be successful in selling the Shares, (B) the Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell the Shares for any reason other than a failure by the Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Manager shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Manager and the Company pursuant to a Terms Agreement. (iii) The Company shall not authorize the issuance and sale of, and the Manager shall not be obligated to use its commercially reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, or such duly authorized officers of the Company, and notified to the Manager in writing. The Company or the Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (iv) The Manager may sell Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Act, including without limitation sales made directly on the Trading Market, on any other existing trading market for the Common Stock or to or through a market maker. The Manager may also sell Shares in privately negotiated transactions, provided that the Manager receives the Company’s prior written approval for any sales in privately negotiated transactions and if so provided in the “Plan of Distribution” section of the Prospectus Supplement or a new Prospectus Supplement disclosing the terms of such privately negotiated transaction (v) The compensation to the Manager for sales of the Shares under this Section 2(b) shall be a placement fee of 3% of the gross sales price of the Shares sold pursuant to this Section 2(b) (“Broker Fee”). The foregoing rate of compensation shall not apply when the Manager acts as principal, in which case the Company may sell Shares to the Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after deduction of the Broker Fee and deduction of any transaction fees imposed by any clearing firm, execution broker, or governmental or self-regulatory organization, including, without limitation, any fees for settlement, delivery or processing, in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). (vi) The Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the Trading Market each day in which the Shares are sold under this Section 2(b) setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Manager with respect to such sales. (vii) Unless otherwise agreed between the Company and the Manager, settlement for sales of the Shares will occur at 10:00 a.m. (New York City time) on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). On or before the Trading Day prior to each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold by crediting the Manager’s or its designee’s account (provided that the Manager shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which Shares in all cases shall be freely tradable, transferable, and registered shares in good deliverable form. On or prior to each Settlement Date, the Manager will deliver the related Net Proceeds in same day funds to an account designated by the Company. The Company agrees that, if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Shares on a Settlement Date, in addition to and in no way limiting the rights and obligations set forth in Section 7 hereto, the Company will (i) hold the Manager harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company, and (ii) pay to the Manager any commission, discount or other compensation to which the Manager would otherwise have been entitled absent such default. (viii) At each Applicable Time, Settlement Date, Representation Date and Filing Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (ix) If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution” and the record date for the determination of shareholders entitled to receive the Distribution, the “Record Date”), the Company hereby covenants that, in connection with any sales of Shares pursuant to a Sales Notice on the Record Date, the Company covenants and agrees that the Company shall issue and deliver such Shares to the Manager on the Record Date and the Record Date shall be the Settlement Date and the Company shall cover any additional costs of the Manager in connection with the delivery of Shares on the Record Date.

  • Investment Promotion 1. Each Contracting Party shall promote investments in its territory by investors of the other Contracting Party and admit such investments in accordance with its legislation. 2. In particular, each Contracting Party shall permit the conclusion and the carrying out of licensing agreements and contracts for commercial, administrative or technical assistance, in so far as these activities were related to investments.

  • Relation Among Lenders The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender.

Most Referenced Clauses

Most Referenced Definitions