Operations Council Sample Clauses

Operations Council. The parties shall appoint an Operations Council consisting of an equal number of representatives, but no less than four, from each party. The Operations Council shall meet regularly, but no less frequently than quarterly. The Operations Council shall also convene at any time at the request of either party so long as such party provides one week's notice to the other party. The Operations Council will be responsible for the folllowing:
Sample 1
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Operations Council. In addition to the duties of the Operations Council set forth in Section 4(g) of the Agreement, the Operations Council shall meet on a quarterly basis. The council shall further share measurement reports to ensure compliance with the quality metrics. The Parties further agree to provide visibility of their buildout sites for the areas listed in Exhibit 8 ***. The Parties will also share propagation maps and other materials through the Operations Council to ensure both Parties’ compliance with the terms and conditions of the Agreement and this Amendment.
Sample 1
Operations Council. In addition to the duties of the Operations Council set forth in Section 4(g) of the Agreement, the Operations Council shall meet on a quarterly basis. **.
Sample 1
Operations Council. Each Party shall appoint one or more managers to an operations council (the “Operations Council”). The Operations Council shall meet or confer monthly in order to review the Performance Report for the previous month and any failures to meet the Departure Criteria for ACMI Services, Departure Criteria for Network Services, Arrival Criteria for Network Services and the Ground Handling Criteria during that month. In the event of any such failure, the Operations Council shall agree a detailed action plan (the “Action Plan”) the purpose of which is to identify and remedy the underlying cause(s) of such failure. If within twenty-one (21) days (or such longer period as may be agreed) the Operations Council fails to agree an Action Plan, or the Operations Council agrees an Action Plan but such plan fails to improve the operating Criteria within two (2) months of the date the Action Plan was developed, then the same shall be referred to the Senior Managers. Notwithstanding the foregoing, if the Departure Criteria for Network Services or the Arrival Criteria for Network Services for any Core Service is not met for a period of two (2) consecutive Measurement Periods, DHL may, in its sole discretion (upon reasonable notice to the Company), redirect the affected DHL Material to alternative transportation services, at its own expense, and reduce the DHL Blocked Space and the Annual Minimum Volume Guarantee commitment (but not the Variable Fee) accordingly. Such redirect may continue until such time as the Departure Criteria for Network Services or Arrival Criteria for Network Services for the affected Core Service is once again met, at which time DHL shall have the obligation to place DHL Material back into the Core Network. Furthermore, in the event of a failure of the Company to meet the Departure Criteria for Network Services or the Arrival Criteria for Network Services due to an issue with the performance of the Ground Handling Criteria, then DHL may, at its sole discretion (upon reasonable notice to the Company), undertake certain of such ground handling responsibilities at the point of service giving rise to such issue. Upon the exercise of such right by DHL, the Blocked Space Rates shall be adjusted accordingly, it being understood, however, that such adjustment shall in no way affect DHL’s obligations to pay the Variable Fee under Section 3.2 of this Agreement. In addition to the above, the Operations Council shall review any Dispute that cannot be resolved by t...
Sample 1
Operations Council 
Sample 1

Related to Operations Council

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly permitted by this Agreement or as required by a Governmental Entity or applicable Laws, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course and, to the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact, maintain satisfactory relationships with Governmental Entities, NERC, PJM, customers and suppliers having significant business dealings with them and keep available the services of their key employees; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as is required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to:

  • Oversight The Custodian acknowledges that the Funds have informed the Custodian of their intent to engage Xxxxxx Fiduciary Trust Company, a Massachusetts trust company (“PFTC”), or one of PFTC’s affiliates to perform custody oversight services on behalf of the Funds. Upon notice and instruction from the Funds that they have engaged PFTC or its affiliate regarding such custody oversight services, the Custodian shall, at the expense of the Funds, reasonably cooperate with such entity to provide such information regarding the Funds and such information regarding the Custodian’s performance of the services contemplated by this Agreement (the “Services”) to such entity as it may reasonably request from time to time.

  • Operating Committee 7.01 To coordinate the operation of their respective generating, transmission and substation facilities, in order that the advantages to be derived hereunder may be realized by the parties hereto to the fullest practicable extent, the parties shall establish a committee of authorized representatives to be known as the Operating Committee. Each of the parties shall designate in writing delivered to the other party, the person who is to act as its representative on said committee (and the person or persons who may serve as alternates whenever such representative is unable to act). Each of such representatives and alternates shall be persons familiar with the generating, transmission, and substation facilities of the system of the party he represents, and each shall be fully authorized (1) to cooperate with the other representative (or alternates) and (2) to determine and agree from time to time, in accordance with this agreement and with any other relevant agreements then in effect between the parties, upon the following:

  • Business Plan and Budget To the extent requested by any Initial Lender, as soon as available, but in any event within thirty (30) days after the end of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Borrower, in form satisfactory to such Lender, of Consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a monthly basis for the immediately following fiscal year. As to any information contained in materials filed with the SEC or furnished pursuant to Section 6.2(f), the Borrower shall not be separately required to furnish such information under Section 6.1(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.1(a) and (b) above at the times specified therein.

  • Annual Business Plan and Budgets As soon as available but in any event no later than 45 days following the end of each fiscal year of the Borrower, an annual business plan and budget of the Consolidated Parties containing, among other things, pro forma financial statements for the next four fiscal quarters and the next fiscal year.

  • Construction Management Landlord or its Affiliate or agent shall supervise the Work, make disbursements required to be made to the contractor, and act as a liaison between the contractor and Tenant and coordinate the relationship between the Work, the Building and the Building’s Systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of Tenant’s Costs specified in Section 7.

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Annual Business Plan and Budget As soon as practicable and in any event not later than thirty (30) days after the end of each Fiscal Year, a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing four (4) fiscal quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenants set forth in Section 9.15 and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of the Borrower and its Subsidiaries for such period.

  • Office and Staff The Company will provide the Executive with an office, secretary and such other facilities as may be reasonably required for the proper discharge of his duties hereunder.

  • Regulatory and Special Allocations Notwithstanding the provisions of Section 5.01:

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