Mechanism. (a) In the event that a Party (the “Indemnified Party”) is seeking indemnification under Section 12.1(a) or 12.1(b), it shall notify the other Party (the “Indemnifying Party”) in writing of the relevant Third Party Claim and the relevant Loss for which indemnification is being sought as soon as reasonably practicable after it becomes aware of such Third Party Claim. Each such notice shall contain a description of the Third Party Claim and the nature and amount of the Loss claimed (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any such Third Party Claim or Losses. For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates, and each of its and their respective employees, officers, directors and agents shall be made solely by such Party to this Agreement. The Indemnified Party shall permit the Indemnifying Party to assume direction and control of the defense of the relevant Third Party Claim (including without limitation the right to settle the claim subject to Section 12.2(c)), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The assumption of the defense of a Third Party Claim by the Indemnifying Party shall not be construed as an acknowledgement that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification.
(b) Notwithstanding Section 12.2(a), the failure to give timely notice to the Indemnifying Party shall not release the Indemnifying Party from any liability to the Indemnified Party to the extent the Indemnifying Party is not prejudiced thereby and, for the avoidance of doubt, the Indemnifying Party shall not be liable to the extent any Loss is caused by any delay by the Indemnified Party in providing such notice. Notwithstanding the provisions of Section 12.2(a) requiring the Indemnified Party to tender to the Indemnifying Party the exclusive ability to defend such claim, if the Indemnifying Party declines to or fails to timely assume control of the relevant Third Party Claim, the Indemnified Party shall be entitled to assume such control, conduct the defense of, and settle such claim, but costs and expens...
Mechanism a) The Secretary for Education shall, within one month of ratification of any collective agreement (or relevant variation thereof) applicable to other teachers in the state and integrated school sector, notify the NZEI Te Riu Roa National Secretary of any changes to the base salary scale and offer such changes to teachers covered by the PTCA.
Mechanism. The Secretary shall, within one month of ratification of any collective agreement (or variation thereof) applicable to other teachers in the state and state- integrated school sector:
Mechanism. The Secretary for Education shall, within one month of ratification of any collective agreement (or relevant variation thereof) applicable to principals of secondary schools in the state and integrated school sector, notify the NZEI Te Riu Roa National Secretary of any changes to the role-based, staffing- based, or decile payment components of principals remuneration and offer such changes to principals covered by the PPCA. The National Secretary of NZEI Te Riu Roa shall, within one month of receipt of the offer described in clause 5.1.2(a), advise the Secretary for Education whether NZEI Te Riu Roa wishes to accept such offer. The parties agree that upon receipt of NZEI's acceptance of the offer the PPCA shall be deemed to be varied pursuant to clause 1.6 in the terms outlined in the offer as advised by the Secretary for Education.
Mechanism. (a) The Secretary for Education shall, within one month of ratification of any collective agreement (or relevant variation thereof) applicable to principals of secondary schools in the state and integrated school sector, notify the NZEI Te Riu Roa National Secretary of any changes to the roll-based, staffing-based, or Equity Index payment components of principals’ remuneration and offer such changes to principals covered by the PPCA.
(b) The NZEI Te Riu Roa National Secretary shall, within one month of receipt of the offer described in clause 5.1.2(a), advise the Secretary whether NZEI Xx Xxx Xxx wishes to accept such offer. The parties agree that upon receipt of XXXX's acceptance of the offer the PPCA shall be deemed to be varied pursuant to clause 1.6 in the terms outlined in the offer as advised by the Secretary.
Mechanism. The Secretary for Education shall, within one month of ratification of any collective agreement (or relevant variation thereof) applicable to other teachers in the state and integrated school sector, notify the NZEI Te Riu Roa National Secretary of any changes to the base salary scale and offer such changes to teachers covered by the PTCA. The National Secretary of NZEI Te Riu Roa shall, within one month of receipt of the offer described in clause 3.1.2(a), advise the Secretary for Education whether NZEI Te Riu Roa wishes to accept such offer. The parties agree that upon receipt of NZEI's acceptance of the offer the PTCA shall be deemed to be varied pursuant to clause 1.5 in the terms outlined in the offer as advised by the Secretary for Education.
Mechanism. The party seeking indemnification hereunder (“Indemnified Party”) shall give written notice to the indemnifying party (“Indemnifying Party”) of its indemnification claims hereunder, specifying the amount and nature of the claim, and giving the Indemnifying Party the right to contest any such claim represented by counsel of its choice. If any such claim is made hereunder by the Indemnified Party and such claim arises from the claims of a third party against the Indemnified Party and the Indemnifying Party does not elect to undertake the defense thereof by written notice within ten (10) days after receipt of the original notice from the Indemnified Party, the Indemnified Party shall be entitled to indemnity pursuant to the terms of this Agreement to the extent of its Losses in respect of such claim. To the extent that the Indemnifying Party undertakes the defense of such claim in good faith by proceeding diligently at its expense, and without materially impairing the financial conditions or operations of the Indemnified Party, the Indemnified Party shall be entitled to indemnity hereunder only if, and to the extent that, such defense is unsuccessful, as determined by a final judgment of a court of competent jurisdiction or is settled with the consent of the Indemnifying Party. The party defending a third-party claim shall have the right to choose its own counsel. In the event an Indemnifying Party fails to meet its indemnification obligations hereunder, the Indemnified Party shall have the option to recover damages from the Indemnifying Party.
Mechanism a. The Secretary for Education shall, within one month of ratification of the Primary Teachers’ Collective Agreement (or relevant variation thereof), notify the NZEI Te Riu Roa National Secretary of any changes to the base salary scale and offer such changes to teachers covered by the KTCA.
b. The National Secretary of NZEI Te Riu Roa shall, within one month of receipt of the offer described in clause 3.2.3(a), advise the Secretary for Education whether NZEI Te Riu Roa wishes to accept such offer. The parties agree that upon receipt of NZEI's acceptance of the offer the KTCA shall be deemed to be varied pursuant to clause 1.5 in the terms outlined in the offer as advised by the Secretary for Education.
Mechanism. 1. An automatic correction mechanism of the initial operational contribution of Serbia for year N, as adjusted in accordance with Article 3(8), shall apply and shall be calculated in year N+2. It shall be based on the performance of Serbia and Serbian legal entities in the parts of the Horizon Europe Programme which are implemented through competitive grants financed from commitment appropriations from the year N, increased in accordance with Article 3(4). The amount of the automatic correction shall be calculated based on the difference between:
a) the initial amounts of the legal commitments for competitive grants actually entered into with Serbia or Serbian legal entities financed from commitment appropriations of the year N, increased in accordance with Article 3(4); and
b) the corresponding operational contribution of the year N paid by Serbia as adjusted pursuant Article 3(8), excluding non-intervention costs financed from commitment appropriations from the year N, increased in accordance with Article 3(4).
2. Where the amount referred to in paragraph 1, whether that amount is positive or negative, exceeds 8 % of the corresponding initial operational contribution as adjusted pursuant to Article 3(8), the initial operational contribution of Serbia for year N shall be corrected. The amount due by or to be received by Serbia as an additional contribution or reduction of Serbia’s contribution under the automatic correction mechanism shall be the amount exceeding this 8 % threshold. The amount below this threshold of 8 % will not be taken into account in calculating the additional contribution due or compensated.
3. Detailed rules on the automatic correction mechanism are laid down in Annex I.
Mechanism. If a certain percentage of Shares are sold, the selling shareholders need to inform all other Shareholders and give them the right to sell for the same price.
Section A – Key terms