Operational clarifications Sample Clauses

Operational clarifications. (a) When complying with its transparency obligations under Clause 8.3 of the SCCs, Customer agrees that it shall not provide or otherwise make available, and shall take all appropriate steps to protect, Xxxxx’s and its licensors’ trade secrets, business secrets, confidential information and/or other commercially sensitive information. (b) Where applicable, for the purposes of Clause 10(a) of Module Three of the SCCs, Customer acknowledges and agrees that there are no circumstances in which it would be appropriate for Pryon to notify any third-party controller of any Data Subject Request and that any such notification shall be the sole responsibility of Customer. (c) For the purposes of Clause 15.1(a) of the SCCs, except to the extent prohibited by applicable law and/or the relevant public authority, as between the Parties, Customer agrees that it shall be solely responsible for making any notifications to relevant Data Subject(s) if and as required. (d) Except to the extent prohibited by applicable law, Customer shall be fully responsible for all time spent by Xxxxx (at Pryon’s then-current professional services rates) in Pryon’s cooperation and assistance provided to Customer under this Section 6, and shall on demand reimburse Pryon any such costs incurred by Xxxxx.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Operational clarifications. (a) The terms and conditions of this Paragraph 2 apply in relation to Xxxxx’s appointment and use of Sub-Processors under the SCCs. (b) Any approval by Customer of Xxxxx’s appointment of a Sub-Processor that is given expressly or deemed given pursuant to this Paragraph 2 constitutes Customer’s documented instructions to effect disclosures and onward transfers to any relevant Sub-Processors if and as required under Clause 8.8 of the SCCs.
Sample 1Sample 2
Operational clarifications. (a) Except to the extent prohibited by applicable law, Customer shall be fully responsible for all time spent by Xxxxx (at Pryon’s then-current professional services rates) in Pryon’s provision of any cooperation and assistance provided to Customer under this Paragraph 5 (excluding any costs incurred in the procurement, preparation or delivery of Audit Reports to Customer pursuant to Paragraph 5.5 ), and shall on demand reimburse Pryon any such costs incurred by Pryon. (b) The audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to any relevant terms and conditions detailed in this Paragraph 5.
Sample 1Sample 2
Operational clarifications. (a) The terms and conditions of this Paragraph 2 apply in relation to Inselligence’s appointment and use of Sub-Processors under the SCCs. (b) Any approval by Client of Inselligence’s appointment of a Sub-Processor that is given expressly or deemed given pursuant to this Paragraph 2 constitutes Client’s documented instructions to effect disclosures and onward transfers to any relevant Sub-Processors if and as required under Clause 8.8 of the SCCs.
Sample 1Sample 2
Operational clarifications. (a) Except to the extent prohibited by applicable law, Client shall be fully responsible for all time spent by Inselligence (at Inselligence’s then-current professional services rates) in Inselligence’s provision of any cooperation and assistance provided to Client under this Paragraph 5 (excluding any costs incurred in the procurement, preparation or delivery of Audit Reports to Client pursuant to Paragraph 5.5), and shall on demand reimburse Inselligence any such costs incurred by Inselligence. (b) The audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to any relevant terms and conditions detailed in this Paragraph 5.
Sample 1
Operational clarifications. 2.1 When complying with its transparency obligations under Clause 8.3 of the SCCs, Customer agrees that it shall not provide or otherwise make available, and shall take all appropriate steps to protect, Graft’s and its licensors’ trade secrets, business secrets, confidential information and/or other commercially sensitive information. 2.2 For the purposes of Clause 15.1(a) of the SCCs, except to the extent prohibited by applicable law and/or the relevant public authority, as between the Parties, Customer agrees that it shall be solely responsible for making any notifications to relevant Data Subject(s) if and as required. 2.3 The terms and conditions of Section 8 apply in relation to Xxxxx’s appointment and use of Subprocessors under the SCCs. 2.4 Any approval by Customer of Xxxxx’s appointment of a Subprocessor that is given expressly or deemed given pursuant to Section 8 constitutes Customer’s documented instructions to effect disclosures and onward transfers to any relevant Subprocessors if and as required under Clause 8.8 of the SCCs. 2.5 The audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to any relevant terms and conditions detailed in Section 9. 2.6 Certification of deletion of Customer Personal Data as described in Clauses 8.5 and 16(d) of the SCCs, shall be provided only upon Customer’s written request
Sample 1
Operational clarifications a. The terms and conditions of this Paragraph 2 apply in relation to Vendor's appointment and use of Sub-Processors under the SCCs. b. Any approval by Customer of Vendor's appointment of a Sub- Processor that is given expressly or deemed given pursuant to this Paragraph 2 constitutes Customer's documented instructions to effect disclosures and onward transfers to any relevant Sub- Processors if and as required under Clause 8.8 of the SCCs.
Sample 1
AutoNDA by SimpleDocs
Operational clarifications a. Except to the extent prohibited by applicable law, Customer shall be fully responsible for all time spent by Vendor (at Vendor's then- current professional services rates) in Vendor's provision of any cooperation and assistance provided to Customer under this Paragraph 5 (excluding any costs incurred in the procurement, preparation or delivery of Audit Reports to Customer pursuant to Paragraph 5.5 ), and shall on demand reimburse Vendor any such costs incurred by Vendor. b. The audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to any relevant terms and conditions detailed in this Paragraph 5.
Sample 1

Related to Operational clarifications

  • Clarifications It is the Bidder’s responsibility to become familiar with and fully informed regarding the terms, conditions and specifications of this Invitation for Bids. Lack of understanding and/or misinterpretation of any portions of this Invitation for Bids shall not be cause for withdrawal of your bid after opening or for subsequent protest of award. Bidder’s must contact the Procurement Division, at the phone number on the bid cover sheet prior to bid opening, should clarification be required. Modification or alteration of the documents contained in the solicitation or contract shall only be valid if mutually agreed to in writing by the Bidder and the County.

  • Contract Changes Changes may not be made in the terms and conditions of this contract without the agreement and written permission of the Director of Residence Life or the Director’s designee.

  • Construction Activities Please list all major construction activities, both planned and completed, to be performed by Seller or the EPC Contractor. Activity EPC Contractor / Subcontractor Completion Date __/__/____ (expected / actual) __/__/____ (expected / actual)

  • Project Implementation The Borrower shall:

  • Deviations Deviations from the drawings and the dimensions therein given, whether or not error is believed to exist, shall be made only after written authority is obtained from the County, and shall be documented within the Detailed Scope of Work for the specific Job Order.

  • Clarification of Bidding Documents 10.1 The prospective bidder requiring any clarification of the bidding documents may notify the Employer in writing or by cable (hereinafter the term cable is deemed to include telex, email and facsimile) at the Employer’s mailing address indicated in the Bidding Data. 10.2 The Employer will respond in writing to any request for clarification that he receives earlier than five (5) days prior to the deadline for the submission of bids. Copies of the Employer’s response to queries raised by bidders (including an explanation of the query but without identifying the sources of the inquiry) will be sent to all prospective bidders who will have purchased the bidding documents.

  • Construction Change Directives 1.1.1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor’s 3.10, 3.11, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2

  • Project Implementation Manual The Recipient, through the PCU, shall: (i) take all action required to carry out Parts 1.1, 1.3, 1.4, 2, 3.1(b), 3.2, 3.3 and 4 (ii) of the Project in accordance with the provisions and requirements set forth or referred to in the Project Implementation Manual; (ii) submit recommendations to the Association for its consideration for changes and updates of the Project Implementation Manual as they may become necessary or advisable during Project implementation in order to achieve the objective of Parts 1.1, 1.3, 1.4, 2, 3.1(b), 3.2, 3.3 and 4(ii) of the Project; and (iii) not assign, amend, abrogate or waive the Project Implementation Manual or any of its provisions without the Association’s prior agreement. Notwithstanding the foregoing, if any of the provisions of the Project Implementation Manual is inconsistent with the provisions of this Agreement, the provisions of this Agreement shall prevail and govern.

  • Regulatory and Special Allocations Notwithstanding the provisions of Section 6.1: (a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article VI (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred. (e) The Company and the Members acknowledge that allocations like those described in Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) (“Forfeiture Allocations”) result from the allocations of Net Income and Net Loss provided for in this Agreement. For the avoidance of doubt, the Company is entitled to make Forfeiture Allocations and, once required by applicable final or temporary guidance, allocations of Net Income and Net Loss shall be made in accordance with Proposed Treasury Regulation Section 1.704-1(b)(4)(xii)(c) or any successor provision or guidance.

  • Project Changes 1.8.1. All changes shall be administered per the UGC. 1.8.2. Upon authorization by the Owner, the Owner or Architect/Engineer will prepare and issue all changes to the Contract affecting cost, scope and/or time as a formal Change Order to the Contract on the standard University of Texas MD Xxxxxxxx Cancer Center Change Order form. The Change Order may include separate change issues, identified as Change Proposals and field orders. 1.8.3. Upon authorization by the Owner, Change Proposals may be issued to the Architect/Engineer for pricing by the Contractor. Contractor shall submit pricing to the Owner within twenty-one (21) days and pricing shall be indicated on the standard Owner "Change in Work Cost Analysis" ("Cost Analysis") form provided in the Pre-Construction Conference Brochure. Contractor may not include a Change Proposal within a Change Order unless the Owner has accepted the Change Proposal. 1.8.3.1. The Contractor shall summarize all costs for each change at each level of subcontractor and supplier by preparing the "Cost Analysis" form, and shall provide each subcontractor's cost summary on separate "Cost Analysis" forms as backup. Additional support documentation from both the Contractor and Contractor’s subcontractors is encouraged, but such will not replace use of the standard form. 1.8.3.2. When the Contractor believes it is entitled to a time extension, Contractor shall so state as part of Contractor’s response to the Change Proposal, including a justifica- tion for a time extension. Owner may grant time extensions only if a Change Proposal affects the activities on the Longest Path of an Owner approved Work Progress Schedule; i.e., when the Work impacts the "Contract Substantial Completion Date". 1.8.3.3. If the Owner’s Project Manager and Contractor cannot mutually agree upon a fair and reasonable cost and time settlement, the Owner’s Project Manager may: 1) Reject the quotation and void the Change Proposal, 2) Issue instructions to the Contractor to proceed on a time and material basis for a price to be determined later not to exceed a fixed maximum dollar and time, or 3) Issue a Unilateral Change Order. 1.8.3.4. The Owner’s Construction Inspector and/or Owner’s Project Manager may issue field orders directly to the Contractor for minor changes to the Contract, which can be negotiated in the field. Pricing backup is at the discretion of the Owner’s Construction Inspector, but pricing backup is required for any field order, the pricing backup is to be outlined on the "Cost Analysis" form. When the Owner and Contractor have signed the field order, the Work is authorized and the field order may be included in the next Change Order. 1.8.4. Request for payment for Change Order work may be submitted only after the Change Order has been fully executed.

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