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) In the event that a Party (the “Indemnified Party”) is seeking indemnification under Section 15.1(a) or 15.1(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 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 solely for monetary consideration), 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 15.1, 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 15.2(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, all at the sole costs and ex...
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 roll-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. 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. (a) If (i) Ardelyx at any time has a good faith belief that Sanofi may be in material breach of its obligations under Section 4.3, (ii) Ardelyx has notified Sanofi of its belief in writing and the Parties are not in agreement as to whether or not such breach under Section 4.3 exists, and (iii) the Parties have not resolved the dispute through good faith negotiations pursuant to Section 13.1 within the prescribed time, then either Party shall have the right (but not the obligation) to request, through written notice to the other Party (a “Mediation Notice”) within thirty (30) days after the expiry of the time period set forth in Section 13.1, that the Parties shall attempt in good faith to settle such dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. For clarity, neither Party shall be obligated to exercise its right to initiate mediation pursuant to this Section 13.2(a) before initiating arbitration pursuant to Section 13.2(b) , but should one Party properly [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. initiate mediation pursuant to this Section 13.2(a) before the other has initiated arbitration pursuant to Section 13.2(b), then such mediation shall be completed prior to either Party initiating arbitration pursuant to Section 13.2(b). If a Party elects to exercise its right to initiate mediation within the prescribed time, then the following shall apply: If the Parties are unable to reach agreement on the selection of the mediator within ten (10) Business Days after a Party’s receipt of the Mediation Notice from the initiating Party, then either or both Parties shall immediately request the AAA to select a mediator with the requisite background, experience and expertise in the biopharmaceutical industry to assist the Parties in resolving the dispute amicably. The place of mediation shall be New York City, New York, and all negotiations and communications shall be in English. The Parties shall have the right to be represented by counsel during the mediation. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Parties shall share equally all costs of engaging such mediator and using the AAA to mediate such matter. Any decisions or recommendations of the mediator shall be confidential and non-binding o...
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 Armenia 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 and Armenian 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 Armenia or Armenian 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 Armenia 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 Armenia for year N shall be corrected. The amount due by or to be received by Armenia as an additional contribution or reduction of Armenia ’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
