Notice and Process Sample Clauses

Notice and Process. A bargaining unit member facing discipline shall receive written notice of the discipline being imposed, the effective date of discipline, and the reason for the discipline.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Notice and Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, or in the event that we do not have a physical address on file for you, by email (the “notice’). The Company’s address for notice is: MOBIT Technologies Ltd, Attn: General Counsel, X.X. Xxx 000 000, Xxxxxx, XXXXXXXX 0000, XXX XXXXXXX. The notice must describe the nature and basis of the claim or dispute and set out the specific relief sought (“demand”). We agree to use “good-faith” efforts to resolve the claim directly, but if we do not reach an agreement within 30 days after the notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or the Company shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, the Company shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by the Company in settlement of the dispute prior to the arbitrator’s award; or (3) US$100.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor the Company shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator. 1 xxxxx://xxx.xxxxx.xx.xx/
Sample 1Sample 2
Notice and Process. The Licensee shall immediately notify the Licensor of any such claim and shall keep the Licensor informed of the action taken by the Licensee in connection with the indemnification provision of Section 14.1. Any settlement of a claim must be approved in writing by the Licensor prior to the execution of any settlement agreement, where such approval shall not be unreasonable withheld or delayed so long as (i) such settlement is a cash settlement fully paid by Licensee and (ii) requires no admission of liability or restriction or action by Licensor. Licensor shall have the right to defend any claim for which indemnification is provided under Section 14.1 above and be indemnified by Licensee as provided in such Section. Licensee shall cooperate with Licensor in connection with any such claim defended by Lxxxxxxx, as and to the extent requested by Licensor. Alternatively, if Licensor elects, in its sole discretion, to permit Licensee to defend any claim for which indemnification is provided under Section 14.1 above, then (i) Licensee agrees promptly to notify and keep Licensor fully advised with respect to such claim and the progress of any suit relating thereto; (ii) Licensor shall have right to approve any attorney selected by Licensee to defend such claim, which approval shall not be unreasonably withheld or delayed, and (iii) Licensee shall not settle such claim or suit without the prior written approval of Licensor, which shall not be unreasonably withheld; provided, however, that if at any time Licensee fails to actively and in good faith defend such claim, then Licensor may, upon written notice to Licensee, assume control of such defense (and in connection therewith be indemnified by Licensee as provided in Section 14.1 above).
Sample 1Sample 2
Notice and Process. If the School introduces or intends to introduce a measure, policy, practice or change that affects the terms, conditions or security of employment of a significant number of its employees covered by this collective agreement: (a) the School shall give notice to the Union at least 60 days before the date on which the measure, policy, practice or change is to be effected, and (b) after notice has been given, the School and Union shall meet, in good faith, and endeavour to develop an adjustment plan, which may include provisions respecting any of the following: (1) consideration of alternatives to the proposed measure, policy, practice or change, including amendment of provisions in the collective agreement; (2) human resource planning and employee counselling and retraining; (3) notice of termination; (4) severance pay; (5) entitlement to pension and other benefits including early retirement benefits; and (6) a bipartite process for overseeing the implementation of the adjustment plan.
Sample 1
Notice and Process. Legend: *** Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.
Sample 1
Notice and Process. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Lendingfax should be sent to xxxxxxxxxxxx@Xxxxxxxxxx.xxx The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and Lendingfax do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Lendingfax may commence an arbitration proceeding.
Sample 1
Notice and Process. If by reason of the claim of any third person relating to any of the matters as to which either Seller or Buyer have an obligation to indemnify any Seller Indemnified Parties or Buyer Indemnified Parties pursuant to this Agreement, a lien, attachment, garnishment or execution is placed upon any of the property or assets of any Seller Indemnified Party or Buyer Indemnified Party, then the indemnifying party shall also, promptly upon demand, furnish an indemnity bond or take other actions satisfactory to the indemnified party to obtain the prompt release of such lien, attachment, garnishment or execution. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third person against a Seller Indemnified Party or a Buyer Indemnified Party, the indemnifying party shall be entitled to notice of and shall at the election of a Seller Indemnified Party or a Buyer Indemnified Party (without prejudice to the right of any Seller Indemnified Party or Buyer Indemnified Party to fully participate at the indemnifying party’s expense through counsel of its own choosing) defend or prosecute such claim at the indemnifying party’s expense and through counsel of the indemnifying party’s own choosing, as reasonably approved by the Seller Indemnified Party or Buyer Indemnified Party; provided, however, that if the defendants in any action shall include both the indemnifying party and an indemnified party, and the indemnified party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the availability of different or additional defenses to the indemnified party, each indemnified party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. The Seller Indemnified Party or Buyer Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this paragraph, for all reasonable costs and expense incurred by it in connection therewith.
Sample 1
AutoNDA by SimpleDocs
Notice and Process. Once the party entitled to indemnification under this Article 9 receives notice of a Loss for which such party will seek indemnification from the other party, the indemnified party will promptly notify the other party in writing. Such notice will describe any matters related to or with respect to the Loss of which the indemnified party has knowledge. However, failure to notify the indemnifying party of such a Loss will not relieve the indemnifying party of its obligations under this Article 9, except to the extent that the indemnifying party is prejudiced by such failure. The indemnified party will give the indemnifying party the opportunity to control the response to the Loss, and any defense thereof, including without limitation, any agreement related to the settlement thereof; provided, however, that the indemnified party may participate, at its own expense, in any defense and any settlement, directly or through counsel of its choice. As soon as reasonably practicable after receiving written notice of the Loss, the indemnifying party will notify the indemnified party in writing as to whether the indemnifying party elects to assume control of the response, or any defense or settlement related to such Loss. If the indemnifying party elects not to assume such control, the indemnified party will have the right to respond to, defend, or settle the Loss as it may deem appropriate, at the cost and expense of the indemnifying party, which will promptly reimburse the indemnified party for such costs, expenses, and settlement amounts.
Sample 1
Notice and Process. Upon written notice by the City, the Design-Builder shall, and shall cause its Subcontractors to, promptly (in no event later than 15 days following the notice) make available at its office at all reasonable times the Books and Records for examination, audit, or reproduction. Notice shall be in writing, delivered by hand or by certified mail, and shall provide not fewer than five days’ prior notice of the examination or audit. The City may take possession of such Books and Records by reproducing such Books and Records for off-site review or audit. When requested in the City’s written notice of examination or audit, the Design-Builder shall provide the City with copies of electronic and electronically stored Books and Records in a reasonably usable format that allows the City to access and analyze all such Books and Records. For Books and Records that require proprietary software to access and analyze, the Design-Builder shall provide the City with two licenses with maintenance agreements authorizing the City to access and analyze all such Books and Records. If the Design-Builder is unable to provide the licenses, the Design-Builder shall provide the City with access to the Design-Builder’s accounting system whereby the City can obtain applicable Books and Records, including job cost reports, material distribution reports, labor cost reports, labor productivity reports, standard time/overtime analysis reports, man-hour reports, and the like.
Sample 1

Related to Notice and Process

  • Notice and Procedure Promptly after the Indemnified Party receives any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Sections 23.1 through 23.3 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact; provided, however, that the rights of the Indemnified Party shall not be forfeited by the failure to give the Indemnifying Party notice to the extent that said failure does not have a material and adverse effect on the defense of the matter. The Indemnifying Party shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not settle any such action or investigation unless approved by the Indemnified Party (which approval shall not be unreasonably withheld). Notwithstanding the foregoing, (a) the Indemnified Party shall have the right to be represented in any such action or investigation by advisory counsel of its own selection and at its own expense, and (b) if the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, or additional to, or inconsistent with, those available to the Indemnifying Party, or (ii) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party, then, in either case, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf and the Indemnifying Party shall indemnify the Indemnified Party for the fees and expenses of such separate counsel. If any claim, action, proceeding or investigation arises as to which the indemnity provided for in Section 23.1, 23.2 or 23.3 applies and the Indemnifying Party fails to assume the defense of such claim, action, proceeding or investigation, then the Indemnified Party may, at the Indemnifying Party’s expense, contest or settle such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for any and all losses, damages, and liability (including, without limitation, attorneys’ fees and expenses) associated therewith. The payment of the indemnity pursuant to this Section 23.5 shall not be predicated on the Indemnified Party having made payment on any suit, action, loss, damage, claim or liability.

  • Notice and Procedures If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23: (a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination. (b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office. (c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive’s rights hereunder. (d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive’s employment for Cause under this Agreement pursuant to Section 1(f)(iii). (e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive’s conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

  • Notice and Cooperation Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party. Each Party agrees to cooperate fully with the other Party with respect to any enforcement action or defense commenced pursuant to this Section 7.7.

  • Notice of Work Schedules ‌ (a) Work schedules for regular employees shall be posted at least 14 days in advance of the starting day of a new schedule. (b) In the event that the work schedule or shift for a regular employee or an auxiliary employee working a scheduled shift roster is changed without 48 hours' advance notice and such change is the result of the actions of another employee covered by this agreement utilizing the benefits provided for by the provisions of this agreement, the employee will receive a premium of 85¢ per hour in addition to their regular pay, for work performed on the first shift to which they changed. (c) In the event that an employee's work schedule or shift is changed without five days advance notice and the change results from causes other than defined in (b) above, the employee shall receive a premium at the applicable overtime rate for work performed on the first shift to which they changed, except that if the change results from no fault of the Employer they shall not receive a premium at overtime rates but shall receive the premium defined under (b) above.

  • Work Order (s) means a detailed scope of work for a Service required by Transnet, including timeframes, Deliverable, Fees and costs for the supply of the Service to Transnet, which may be appended to this Agreement from time to time.

  • Schedule and Completion The Pre-commencement Phase Services to be performed under this Contract shall commence upon the Effective Date of the Contract and be completed within 60 days thereafter. Activities on the Site shall commence on the date specified in the Proceed Order and shall be materially complete in accordance with established Milestones, and not later than the Material Completion and Occupancy Date.

  • NONPAYMENT AND PROCEDURES FOR DISCONNECTION 12.1 If a Party is furnished Interconnection Services under the terms of this Agreement in more than one (1) state, Section 12.2 below through Section 12.19 below, inclusive, shall be applied separately for each such state. 12.2 Failure to pay charges shall be grounds for disconnection of Interconnection Services furnished under this Agreement. If a Party fails to pay any charges billed to it under this Agreement, including but not limited to any Late Payment Charges or Unpaid Charges, and any portion of such Unpaid Charges remain unpaid after the Bill Due Date, the Billing Party will send a Discontinuance Notice to such Non-Paying Party. The Non-Paying Party must remit all Unpaid Charges to the Billing Party within fifteen (15) calendar days of the Discontinuance Notice. 12.3 AT&T-21STATE will also provide any written notification to any Commission as required by any State Order or Rule. 12.4 If the Non-Paying Party desires to dispute any portion of the Unpaid Charges, the Non-Paying Party must complete all of the following actions not later than fifteen (15) calendar days following receipt of the Billing Party’s notice of Unpaid Charges: 12.4.1 notify the Billing Party in writing which portion(s) of the Unpaid Charges it disputes, including the total Disputed Amounts and the specific details listed in Section 13.4 below of this Agreement, together with the reasons for its dispute; and 12.4.2 pay all undisputed Unpaid Charges to the Billing Party; and 12.4.3 pay all Disputed Amounts (other than Disputed Amounts arising from Intercarrier Compensation) into an interest bearing escrow account that complies with the requirements set forth in Section 11.10 above; and 12.4.4 furnish written evidence to the Billing Party that the Non-Paying Party has established an interest bearing escrow account that complies with all of the terms set forth in Section 11.10 above and deposited a sum equal to the Disputed Amounts into that account (other than Disputed Amounts arising from Intercarrier Compensation). Until evidence that the full amount of the Disputed Charges (other than Disputed Amounts arising from Intercarrier Compensation) has been deposited into an escrow account that complies with Section

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Notice of Network Changes If a Party makes a change in the information necessary for the transmission and routing of services using that Party’s facilities or network, or any other change in its facilities or network that will materially affect the interoperability of its facilities or network with the other Party’s facilities or network, the Party making the change shall publish notice of the change at least ninety (90) days in advance of such change, and shall use reasonable efforts, as commercially practicable, to publish such notice at least one hundred eighty (180) days in advance of the change; provided, however, that if an earlier publication of notice of a change is required by Applicable Law (including, but not limited to, 47 CFR 51.325 through 51. 335) notice shall be given at the time required by Applicable Law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!