Operational Agreements. Until the Closing Date, the Amendment to the Transportation Agreement and each of the Operational Agreements will be duly and validly executed and delivered by Seller, the Company, any of its Subsidiaries and/or MRS, as the case may be, and will constitute a valid and binding agreement enforceable against the parties thereto in accordance with its terms.
Operational Agreements. Concurrently with the merger of BRASIL TELECOM CELULAR into XXX and the other operations referred to in section 1.2 above, it is envisaged that BRASIL TELECOM and XXX, or the Subsidiaries, as the case may be, will, in order to increase for BRASIL TELECOM the advantages of the merger, enter into a Long Distance services agreement, pursuant to which BRASIL TELECOM will provide such services to XXX, or the Subsidiaries, as the case may be, and into other operational agreements. In addition, the existing agreements between BRASIL TELECOM and BRASIL TELECOM CELULAR will be reviewed and amended, or integrated into the new agreements, as necessary for their terms and conditions to reflect arms’ length bases. The specific terms and conditions of each of such new agreements and of any amendments to existing agreements will be negotiated and agreed to by BRASIL TELECOM and XXX, or the Subsidiaries, as the case may be, on an arm’s length conditions respecting the existing sectorial and antitrust regulations, and will be based on the following principles:
a) BRASIL TELECOM will rely on the mobile network of XXX and the Subsidiaries to continue offering its distinctive offer based on convergent services in compliance with current regulation;
b) BRASIL TELECOM will exploit the highest know-how of the GSM technology provided by XXX in order to offer innovative value added services and mobile office solutions to its customers;
c) BRASIL TELECOM will create synergies between the two distribution networks:
(i) BRASIL TELECOM will increase the capillarity of its commercial presence by exploiting the distribution network of XXX and the Subsidiaries in Region II (more than 3.400 Points of Sale, of which more than 700 Corporate and 15 owned Points of Sale), where a range of services would be provided, from a “friendly contact point” ( information on BRASIL TELECOM services) to the sale of convergent services, and
(ii) BRASIL TELECOM will earn from the promotion of services of TIM and the Subsidiaries through its distribution network;
d) BRASIL TELECOM will be the preferred provider of XXX and the Subsidiaries for long distance services and on a preferential and on a “most favored customer” basis, to the extent permissible under applicable regulation;
e) BRASIL TELECOM will be a preferred provider of XXX and the Subsidiaries for leased lines, cables and backbone transmission facilities that will be granted on a “most favored customer” basis and subject to any requirements of non...
Operational Agreements. 2.2.1. The PG&E Power Contract, as modified by the July 16, 2002 Agreement Concerning Power Purchase Contract of 1966 and Consolidated Operations of the Narrows I and Narrows II Powerhouses. The 2002 Agreement removed the generation quota terms of the PG&E Power Contract for the months of January to June.
Operational Agreements. 2.1. Management Support and Strategic Advisory Agreement, dated June 4, 2014, among Casino, Xxxxxxxx- Xxxxxxxxx S.A., Euris S.A.S. and Cnova N.V.
2.2. DCF Commercial Partnership Agreements
Operational Agreements. Duly executed counterparts of such operational agreements (such as operational balancing agreements), in form and substance customary to the Natural Gas pipeline industry, as may be reasonably requested by EQT or PNG in connection with the assignment of the Assets and the consummation of the transactions contemplated by this Agreement and the Master Purchase Agreement.
Operational Agreements. Duly executed counterparts of the agreements referred to in Section 8.2(a)(xi).
Operational Agreements. When ONZ first consulted on signing the Government Industry Agreement for Biosecurity Readiness and Response Deed (XXX Xxxx) back in 2014, we committed to giving growers further information before we signed up to any “operational agreements” (OAs) under the GIA Deed. Operational agreements are between the Ministry for Primary Industries (MPI) and one or more industries. They are a mechanism describing how the parties will work together to make joint decisions and share the readiness and response activities and costs for specific new pests (or group of pests). They are where the terms, decision making processes and costs are outlined and the basis for committing money and resources to biosecurity readiness and response. More specifically, operational agreements: • identify how to respond if the pest/s is/are found; • determine in advance how costs will be shared; • set a fiscal cap on spending during a response and for readiness activities for a particular pest or group of pests. Caps may relate to how significant an impact the pest would have on our industry if it established. Overall, an OA seeks the following outcomes;
(i) New and emerging biosecurity risks are identified early and profiled (to assist in the informing of readiness activities);
(ii) Readiness activities, which will measurably improve the ability to respond to biosecurity events, are identified and implemented;
(iii) Surveillance activities, which improve the early detection of pests, are identified and implemented;
(iv) Responses to biosecurity events affecting the sector are successful and cost effective;
(v) Research and development underpins improved readiness and more effective response to biosecurity events. In 2014, when onion growers agreed to become a GIA Deed Signatory, there were no operational agreements in place and we did not know what they would look like for the onion industry and what the costs were likely to be. Subsequently three OA’s have been signed, one for fruit fly (FFOA) and another for Brown Marmorated Stink Bug (BMSBOA) and a single sector OA for the Kiwifruit and Kiwiberries sector. As onions are not a host of Brown Marmorated Stink Bug or Fruit Fly we are not a Signatory to either of the OA. However, as a Deed Signatory ONZ has been a keen observer of the process including various negotiations, which included deciding “cost shares” for Signatories, A great deal of goodwill and hard work by the Deed Signatories lead primarily by the Pipfruit and Kiwifruit sector...
Operational Agreements. The following agreements, in each case duly executed by Seller Parties, it being agreed that only the agreement described in clause (viii) has been finalized by the parties and that the other agreements are to be negotiated and modified in a manner mutually satisfactory to the parties based upon the parties’ discussions and understandings as of the execution of this Agreement (collectively, the “Operational Agreements”):
(i) A Trademark License Agreement pursuant to which the Seller Parties grant to Buyer the right to use the Trademarks and Trade Names specified therein on the terms set forth therein (the “Seller Trademark License Agreement”), substantially in the form attached hereto as Exhibit D;
(ii) A Trademark License Agreement pursuant to which Buyer grants to Seller the right to use the DSD Business Marks for the purposes and on the terms set forth therein (“Buyer Trademark License Agreement”), substantially in the form attached hereto as Exhibit E;
(iii) A Trademark License Agreement pursuant to which Buyer grants to Seller the right to use the Trademarks and Trade Names specified therein in Canada and Mexico on the terms set forth therein (the “Superior Trademark License Agreement”), substantially in the form attached hereto as Exhibit F.
(iv) A Seller Transition Services Agreement (the “Seller Transition Services Agreement”) substantially in the form attached hereto as Exhibit G;
(v) A Cappuccino and Cocoa Transition Agreement with each of Seller’s two manufacturers pursuant to which Seller’s designees may supply to Buyer certain cappuccino and cocoa products on the terms set forth therein (each a “Cappuccino and Cocoa Transition Agreement”), substantially in the form attached hereto as Exhibit H (and subject to any reasonable modifications required by said manufacturers);
(vi) A Co-Pack Agreement pursuant to which Buyer will co-pack for Seller at the Houston Plant, for Seller’s NSO Business, certain varieties of Xxxx Xxx Foodservice roast and ground coffee, tea and related products presently produced at the Houston Plant, whether or not related to the DSD Business, on the terms set forth therein (“Buyer Co-Pack Agreement”), substantially in the form attached hereto as Exhibit I;
(vii) A Co-Pack Agreement pursuant to which Seller will co-pack for Buyer at the St. Louis Park, Moonachie and Harahan Facilities to be retained by Seller, for Buyer’s operation of the DSD Business, certain varieties of roast and ground coffee and related products presen...
Operational Agreements enabling the exchange of high-value intelligence information, including personal and biometric data about suspected individuals (operative information) and operative details. The information exchange is carried out through SIENA (Secure Information Exchange Network Application), Europol's information exchange system (see details below). An operational agreement also allows for more extensive participation in Europol working groups. Included in this framework are EU neighbors (such as Switzerland and Norway), and the US, as well as international organizations such as Interpol. Signatory states are required to comply with the EU’s General Data Protection Regulation (GDPR).
Operational Agreements.
10.1 EIB shall ensure that the Operational Agreements include undertakings or representations from the Financial Intermediaries that:
(a) with respect to the relevant Financial Instrument, they will act in accordance with all applicable laws and with a degree of professional care, efficiency, transparency and diligence expected from a professional body experienced in implementing Financial Instruments;
(b) the Final Recipients benefiting from the support of the Financial Instruments are selected with due account of the nature of the Financial Instrument and their potential economic viability, or as relevant, the potential economic viability of the investment projects of the Final Recipients which are to be financed;
(c) the selection of the Final Recipients is transparent and can be justified by the Financial Intermediaries on objective grounds and that such selection does not give rise to any conflict of interest;
(d) the Financial Intermediaries inform the Final Recipients, in accordance with the RRF Regulation, as well as relevant laws and regulations, that the funding is provided under the RRF Regulation, co-financed under EU funds pertaining to the NRRP;
(e) the Financial Intermediaries undertake to provide support to the Final Recipients in a manner which is proportionate and least distortive to competition;
(f) the Operational Agreements reflect the provisions set out in this Agreement;
(g) the contribution to be made to the FoF is set out and appropriate co-financing will be provided by the Financial Intermediaries in line with the CEoI;
(h) the Financial Intermediaries agree that the Financial Instruments may be audited by or on behalf of the MEF audit authority, the Commission and the European Court of Auditors or other properly appointed body;
(i) the Financial Intermediaries agree that they cannot make a claim for any amount beyond the amount committed to them under the relevant Operational Agreement;
(j) the Financial Intermediaries and the Final Recipients must hold and maintain amounts received from the FoF in a bank account with a credit institution situated within the territory of a Member State of the EU;
(k) direct payments made to the Final Recipients, must be made in a bank account with a credit institution situated within the territory of a Member State of the EU; and
(l) the Financial Intermediaries shall ensure that the Final Recipients undertake to comply with applicable State Aid rules and the Financial Intermediaries shall repa...
