With Party. A’s written authorization, and in accordance with this Agreement, exercise on behalf of Party A the shareholders’ right to the shares of the Entrusted Assets held by Party A under this Agreement;
With Party Sample Clauses
Related to With Party
Both Parties The following is expressly understood by all parties of the Agreement: 1. Legal custody of the child or children shall at all times remain with the Cabinet. 2. The parties shall work in partnership and comply with all applicable federal and state laws for services provided under this agreement including: A. Private Child-Caring: 1) Title 920 Kentucky Administrative Regulation (KAR), Cabinet for Health and Family Services o Chapter 1 Administration ▪ 920 KAR 1:060. Protection of human subjects. ▪ 920 KAR 1:070. Deaf, hard of hearing, and speech impaired persons services. ▪ 920 KAR 1:090. Client Civil Rights complaint process. 2) Title 922 Kentucky Administrative Regulation (KAR), Cabinet for Health and Family Services Department for Community Based Services Protection and Permanency, o Chapter 1 Child Welfare ▪ 922 KAR 1:140. Xxxxxx care and adoption permanency services. ▪ 922 KAR 1:300. Standards for child-caring facilities. ▪ 922 KAR 1:305. Licensure of child-caring facilities and child-placing agencies. ▪ 922 KAR 1:320 Service appeals ▪ 922 KAR 1:330, Child protective services. ▪ 922 KAR 1:360. Private child care placement, levels of care, and payment. ▪ 922 KAR 1:380. Standards for emergency shelter child-caring facilities. ▪ 922 KAR 1:390. Standards for residential child-caring facilities ▪ 922 KAR 1:510. Authorization for disclosure of protection and permanency. 3) Title I Kentucky Revised Statutes (KRS) Sovereignty and Jurisdiction of the Commonwealth o KRS Chapter 2 Citizenship, Emblems, Holidays, and Time ▪ KRS 2.015 Age of majority--Exceptions. 4) Title III Kentucky Revised Statutes (KRS), Executive Branch o KRS Chapter 17 Public Safety ▪ KRS 17.165 Definitions--Criminal record check for job applicants at child- care centers--Restrictions on employing violent offenders or persons convicted of sex crimes. 5) Title XIII Kentucky Revised Statutes (KRS), Education o KRS Chapter 158 Conduct of Schools—Special Programs ▪ KRS 158.137 Educational passports for state agency children. 6) Title XVII Kentucky Revised Statutes (KRS), Economic Security and Public Welfare o KRS Chapter 199 Protective Services for Children—Adoption ▪ KRS 199.011 Definitions for chapter. ▪ KRS 199. 640 Licensing of child-caring and child-placing agencies or facilities—License fees—Standards—Recordkeeping and reporting—Use of corporal punishment—Prohibition against hiring convicted sex offender— Confidentiality of records. ▪ KRS 199.645 Administrative regulations for facilities and agencies caring for children before adjudication under KRS Chapter 630. ▪ KRS 199.650 Authorized activities of child-caring facilities or child-placing agencies. ▪ KRS 199.670 Denial, suspension, or revocation of license of child-caring facilities or child-placing agencies. ▪ KRS 199.802 Consideration of best interest of child in placing child within same or different school district.
Party The term “
Each Party Each Party represents and warrants to the other that: (i) it has the power to enter into and perform its obligations under this Agreement; and (ii) it has duly executed this Agreement by duly authorized persons so as to constitute valid and binding obligations of that Party.
Seller and Buyer May Affirm or Terminate
Parties This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
Mediation In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: (a) A party shall submit a dispute to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a). (b) The mediator shall conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. (c) Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. (d) If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 below.
Mediator This mediation will be conducted by Xxxxx Xxxxxxxx.
County’s Project Manager Note: The written approval of substituted A-E Key Personnel is for departmental use only and shall not be used for auditing purposes outside OC Public Works or other County department.
Third Party Litigation In the event that a Third Party institutes a patent or other infringement suit against any of NovaDel, PAR or HANA or any of its respective Affiliates during the Term, alleging manufacture, use or sale of a Licensed Product in the Territory, infringes one or more patent or other intellectual property rights held by such Third Party (an “Infringement Suit”), the Parties shall cooperate with one another in defending such suit. PAR, as the NDA holder, shall have the first right to direct and control, at its expense, any Infringement Suit (including settlement negotiations, settlement or compromise thereof) to the extent that it relates to the manufacture, use or sale of a Licensed Product but does not implicate the Licensed Technology or Licensed Process. In the event that the Infringement Suit relates to the use of the Licensed Technology or Licensed Process, NovaDel shall have the first right to direct and control, at its expense, any such Infringement Suit (including settlement negotiations, settlement or compromise thereof). To the extent that any amounts become payable to any Third Party as a result of such action, whether through judgment or settlement, then PAR shall, unless HANA is jointly promoting and commercializing the Licensed Product pursuant to Section 2.4 and subject to Section 12.2, bear [***] percent ([***]%) of such amounts with respect to the Exploitation of the Licensed Product; provided, however, that PAR shall have the right to credit [***] percent ([***]%) of any amounts paid by PAR through judgment or settlement with respect to such country against the royalty payments to be paid by PAR to HANA with respect to the sale of the Licensed Product under Section 6.3; provided further, however, that no royalty payment when due, regardless of the amount or number of credits available to PAR shall be reduced by more than [***] percent ([***]%) of the amounts otherwise owed pursuant to Section 6.3 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters. Notwithstanding the foregoing, in the event that no payments are due or owing, or contemplated to be due or owing, by PAR to HANA under Article 6 with respect to the sale of the Licensed Product, then NovaDel shall pay to PAR such amount owed to a Third Party up to a cap of [***]% of such amount owed to such Third Party, less any amount already credited to PAR under this Section 10.3. Notwithstanding the foregoing, NovaDel shall have no obligation under this Section 10.3 for any costs, expenses or damages that are paid or payable to a Third Party as a result of an actual or alleged infringement by PAR or HANA to the extent such costs, expenses or damages result from the use of a Product Trademark.
Contractor Project Manager The Contractor Project Manager shall serve, from the Effective Date, as the Contractor project manager and primary Contractor representative under this Agreement. The Contractor Project Manager shall (i) have overall responsibility for managing and coordinating the performance of Contractor’s obligations under this Agreement, including the performance of all Subcontractors; and (ii) be authorized to act for and bind Contractor and Subcontractors in connection with all aspects of this Agreement. The Contractor Project Manager shall respond promptly and fully to all inquiries from the JBE Project Manager.
