Variation in General Sample Clauses

Variation in General. 1.1 Subject to Clause 32.2 (Legislative Change) below and Framework Agreement Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: (a) the Authority notifies the Supplier that it wishes to vary the terms of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and (b) the Authority’s Representative and the Supplier’s Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority’s Representative and the Supplier’s Representative.
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Variation in General. 26.1.1. Subject to Clause 26.2 (Legislative Change) and Framework Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: 26.1.1.1. the Authority notifies the Supplier that it wishes to vary the provisions of this Framework Agreement (including any variations suggested by the Supplier) and provides the Supplier with full written details of any such proposed change; and 26.1.1.2. the Authority Representative and the Supplier Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority Representative and the Supplier Representative. 26.1.2. If, by the date thirty (30) Working Days after notification was given under Clause 26.1.1.1 no agreement is reached by the Parties acting reasonably in relation to any variation requested, the Authority may, by giving written notice to the Supplier, either: 26.1.2.1. agree that the Parties shall continue to perform their obligations under this Framework Agreement without the variation; or 26.1.2.2. terminate this Framework Agreement.
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Variation in General. 1.1 Subject to Clause 32.2 (Legislative Change), Framework Schedule 3 (Charging Structure), this Framework Agreement may not be varied except in accordance with: (a) Paragraphs 2.2 and 2.3 of Schedule 8 (Management Information), (b) Paragraph 2 of Schedule 2 (Sub-Contractors), (c) Paragraphs 3 and 4 of Schedule 3 (Charging Structure), (d) Paragraphs 2.3 – 2.5 of Schedule 1 (Goods and Services), Or where:‌ (e) the Authority notifies the Supplier that it wishes to vary the terms of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and‌ (f) the Authority Representative and the Supplier Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority Representative and the Supplier Representative.
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Variation in General. Subject to Clause 23.1.2(c), this Framework Agreement may not be varied except where:- the Authority notifies the Service Provider that it wishes to vary the terms of this Framework Agreement and provides the Service Provider with full written details of any such proposed change; and the named officers of the Authority and the Service Provider (as set out in Clause 25.8) acting reasonably, agree to the variation and a written variation agreement is signed by such named officers. If, by the date 30 days after notification was given under clause 23.1.1(a), no agreement is reached in relation to any variation requested, the Authority may, by giving written notice to the Service Provider, either: agree that the Parties shall continue to perform their obligations under this Framework Agreement without the Variation; or terminate this Framework Agreement with immediate effect.
Sample 1
Variation in General. 1.1 Subject to Clause 32.2 (Legislative Change) and Framework Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: (a) the Authority notifies the Supplier that it wishes to vary the terms of this Framework Agreement (including, for the avoidance of doubt, any variation to the Goods and Services Approved by the Authority pursuant to paragraph 2.11 of Framework Schedule 1 (Goods and Services) ) and provides the Supplier with full written details of any such proposed change; and (b) the Authority Representative and the Supplier Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority Representative and the Supplier Representative.
Sample 1
Variation in General. Subject to Clause Legislative Change (Legislative Change) below and Framework Agreement Schedule 3 (Charging Structure), this Framework Agreement may not be varied except where: the Authority notifies the Supplier that it wishes to vary the terms of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and the Authority’s Representative and the Supplier’s Representative acting reasonably, agree to the variation and a written variation agreement is signed by the Authority’s Representative and the Supplier’s Representative. If, by the date thirty (30) Working Days after notification was given under Clause the Authority notifies the Supplier that it wishes to vary the terms of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and no agreement is reached by the Parties acting reasonably in relation to any variation requested, the Authority may, by giving written notice to the Supplier, either: agree that the Parties shall continue to perform their obligations under this Framework Agreement without the variation; or terminate this Framework Agreement with immediate effect.
Sample 1
Variation in General. 1.1 Subject to Clause 31.2, this Framework Agreement may not be varied except where:- (a) the Authority notifies the Provider that it wishes to vary the terms of this Framework Agreement and provides the Provider with full written details of any such proposed change; and (b) the named officers of the Authority and the Provider (as set out in Clause 37) acting reasonably, agree to the variation and a written variation agreement is signed by such named officers.
Sample 1
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Variation in General. 1.1 Subject to clause 32.2 (Legislative Change) and Framework Schedule 2 (Charging Structure), this Framework Agreement may not be varied except where: (a) ESPO notifies the Supplier that it wishes to vary the terms of this Framework Agreement and provides the Supplier with full written details of any such proposed change; and (b) the ESPO Representative and the Supplier Representative acting reasonably, agree to the variation and a written variation agreement is signed by the ESPO Representative and the Supplier Representative.
Sample 1
Variation in General. Subject to Clause 31.2, this Framework Agreement may not be varied except where:- the Authority notifies the Provider that it wishes to vary the terms of this Framework Agreement and provides the Provider with full written details of any such proposed change; and the named officers of the Authority and the Provider (as set out in Clause 37) acting reasonably, agree to the variation and a written variation agreement is signed by such named officers. If, by the date 30 days after notification was given under clause 31.1.1(a), no agreement is reached in relation to any variation requested, the Authority may, by giving written notice to the Provider, either: agree that the Parties shall continue to perform their obligations under this Framework Agreement without the Variation; or terminate this Framework Agreement with immediate effect.
Sample 1

Related to Variation in General

  • Termination in General If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive: (i) any unpaid Salary through the date of employment termination, (ii) any unpaid Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs (payable at the time the bonuses are paid to employees generally), (iii) any accrued but unused vacation or paid time off in accordance with the Company’s policy, (iv) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (v) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement.

  • Termination; General The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

  • In General A. To provide all services in the Contract Type and in the Service Area, specified in Section I of this Contract. B. To comply with all applicable federal and Texas state statutes and rules, including the following: 1. Title 42, Code of Federal Regulations (CFR), Chapter IV; 2. Title 45, CFR, Part 96; 3. Texas Human Resources Code, Title 2, Chapter 32; 4. Texas Human Resources Code, Title 6, Chapter 102; 5. Texas Health and Safety Code, Title 4, Chapters 250 and 253; 6. Title 1, TAC, Part 15, Chapter 355, or its successor; and 7. Title 40, Texas Administrative Code (TAC), Part 1, or its successor. C. To comply with the following documents promulgated by HHSC: 1. applicable provider manuals or handbooks; 2. applicable billing guidelines; and 3. applicable provider communications, including provider letters, information letters and policy clarifications. D. To comply with applicable federal and Texas laws and rules regarding confidentiality of information regarding a person. This provision shall not be construed as limiting HHSC's access to a person's records or other information relating to the person.

  • Termination Generally If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).

  • Benefits - In General The Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, equity incentive plans, long-term incentive programs, 401(k) and other retirement plans, fringe benefit programs and similar benefits that may be available (currently or in the future) to other senior executives of the Company generally, in each case to the extent that the Executive is eligible under the terms of such plans or programs.

  • COOPERATION IN IMPLEMENTATION On demand of the other Spouse and without undue delay or expense, each Spouse shall execute, acknowledge, or deliver any instrument, furnish any information, or perform any other acts reasonably necessary to carry out the provisions of this Agreement. If a Spouse fails to execute any document as required by this provision, the court may appoint the court clerk or his or her authorized designee to execute the document on that Xxxxxx’s behalf.

  • Changes in General Partner 7.01 Transfer of the General Partner's Partnership Interest. (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or in connection with a transaction contemplated by Section 7.01(c), (d) or (e). (b) The General Partner agrees that the Percentage Interest for it will at all times be in the aggregate at least .1%. (c) Except as otherwise provided in Section 6.04(b) or Section 7.01(d) or (e) hereof, the General Partner shall not engage in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets, (other than in connection with a change in the General Partner's state of incorporation or organizational form) in each case which results in a change of control of the General Partner (a "Transaction"), unless: (i) the consent of Limited Partners holding more than 50% of the Percentage Interests and more than 50% of the Special Percentage Interests of the Limited Partners is obtained; (ii) as a result of such Transaction all Limited Partners will receive (A) for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration of one REIT Share, provided that if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (a) exercised its Redemption Right and (b) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right immediately prior to the expiration of the Offer and (B) for each Special Partnership Unit an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such Special Partnership Unit at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares; or (iii) the General Partner is the surviving entity in the Transaction and either (a) the holders of REIT Shares do not receive cash, securities, or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares and (2) in exchange for their Special Partnership Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and proportion thereof paid to holders of REIT Shares in the Transaction) equal to the fair market value of such special Partnership Units at such time as determined in good faith by the General Partner by reference to the value paid for the REIT Shares. (d) Notwithstanding Section 7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the "Survivor"), other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and to which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section 8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers or consolidations permitted hereunder. In respect of any transaction described in the preceding Paragraph, the General Partner is required to use its commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts are consistent with the exercise of the Board of Trustees' fiduciary duties to the shareholders of the General Partner under applicable law. (e) Notwithstanding Section 7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (a) a wholly-owned Subsidiary of such General Partner or (b) the owner of all of the ownership interests of such General Partner, and following a transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be submitted to the vote of the holders of the REIT Shares. 7.02 Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied: (a) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.05 hereof in connection with such admission shall have been performed; (b) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (i) the Partnership to be classified other than as a partnership for federal income tax purposes, or (ii) the loss of any Limited Partner's limited liability.

  • Reduction in Force and Recall Section 13.1. It is the intent of the parties, through this article, to establish an objective procedure by which a reduction in force (i.e., layoff or job abolishment) may be accomplished, should the need arise, and supersede the provisions of ORC 124.321 to 124.328, 124.37, OAC 123: 1-41-01 to 123: 1-41-22, and all local rules and regulations of the City of East Cleveland Civil Service Commission governing work force reductions. Section 13.2. Employees may be laid off as a result of lack of work, lack of funds, or abolishment of position. In the event of a layoff, the Employer shall notify the affected employee thirty (30) calendar days in advance of the effective date of layoff. The Employer agrees to discuss with representatives of the FOP the impact of the layoff on the bargaining unit member. Any layoff in the bargaining unit shall be in accordance with departmental seniority, i.e., the most recent employee hired is the first employee laid off. Any employee laid off from a bargaining unit position may, at his option, displace a permanent part-time or intermittent employee in the same classification. Failure to bump or failure to accept a recall to a part-time or intermittent position shall not jeopardize an employee’s recall rights to a full-time position. Section 13.3. Employees who are laid off shall be placed on a recall list for a period of three (3) years. If there is a recall, employees who are still on the recall list shall be recalled, in the inverse order of their layoff, provided they are presently qualified to perform the work in the work section to which they are recalled. Any recalled employee requiring additional training to meet the position qualifications in existence at the time of recall must satisfactorily complete the additional training required in this section. Such training shall be at the Employer’s expense. Section 13.4. The recalled employee shall have ten (10) calendar days following the date of recall notice to notify the Employer of his intention to return to work and shall have fifteen (15) calendar days following receipt of the recall notice in which to report for duty, unless a different date for return to work has been otherwise agreed upon.

  • Uncontrollable Forces Tariff Provisions Section 14.1 of the CAISO Tariff shall be incorporated by reference into this Agreement except that all references in Section 14.1 of the CAISO Tariff to Market Participants shall be read as a reference to the Participating Generator and references to the CAISO Tariff shall be read as references to this Agreement.

  • Plan Termination Generally This Agreement may be terminated only by a written agreement signed by the Bank and the Executive. The benefit shall be the Accrual Balance as of the date this Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3.

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