Either Party. (the "Auditing Party"), upon thirty (30) days' prior written notice to the other Party (the "Audited Party"), may conduct an audit of the Audited Party's Records for the purpose of verifying the accuracy and completeness of any report or other information provided by the Audited Party under this Agreement. Any such audit will be conducted (a) in a manner that will not unreasonably interfere with the Audited Party's operations, and (b) by an independent certified public accounting firm that is reasonably acceptable to the Audited Party and that has agreed in writing to protect the confidentiality of the Audited Party's Records and other information. A Party may conduct an audit under this Section no more than once during any twelve-month period. The costs of any such audit will be borne by Auditing Party; provided, however, that if any audit determines that the report or other information subject to the audit is inaccurate or incomplete by greater than ten percent (10%) (as measured by an appropriate measure reasonably determined by the auditor), the Audited Party will promptly reimburse the Auditing Party for all reasonable expenses incurred to conduct the audit.
Either Party means "any of the parties"; (d) "both of the parties" shall mean "all of the parties"; and (e) "other party" shall mean "other parties".
Either Party has the right to terminate this Agreement immediately and without notice if: (i) an order is made for the winding-up of the other Party; (ii) an effective resolution is passed for the winding-up of a Party, other than that Party's voluntary winding-up solely for the purposes of amalgamation or reorganization; or (iii) an administrative receiver or receiver is appointed over the whole or substantially all of the other Party's assets.
Examples of Either Party in a sentence
Either Party may change its Contract Representative or Legal Notice contact by providing written notice to the other Party.
Either Party may unilaterally terminate this Annex by providing thirty (30) calendar days written notice to the other Party.
Either Party may unilaterally terminate this Agreement by providing thirty (30) calendar days written notice to the other Party.
Either Party may enter into this Agreement by signing any such counterpart.
Either Party may change its address for notices by providing written notice to the other Party.
More Definitions of Either Party
Either Party. (the "Terminating Party") shall have the right to terminate this Agreement forthwith upon giving written notice of termination to the other Party (the "Defaulting Party") upon the occurrence of any of the following events at any time during this Agreement:
8.2.1 the Defaulting Party commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within sixty (60) days of the receipt by it of a notice identifying the breach and requiring its remedy;
8.2.2 the Defaulting Party for a period of longer than sixty (60) days suspends payment of its debts or otherwise ceases or threatens to cease to carry on its business or becomes bankrupt or insolvent (including without limitation being deemed to be unable to pay its debts);
8.2.3 a proposal is made or a nominee or supervisor is appointed for a composition in satisfaction of the debts of the Defaulting Party or a scheme or arrangement of its affairs, or the Defaulting Party enters into any composition or arrangement for the benefit of its creditors, or proceedings are commenced in relation to the Defaulting Party under any law, regulation or procedure relating to the re-construction or re-adjustment of debts (including where a petition is filed or proceeding commenced seeking any reorganisation, arrangement, composition, or re-adjustment under any applicable bankruptcy, insolvency, moratorium, reorganisation or other similar law affecting creditors rights or where the Defaulting Party consents to, or acquiesces in, the filing of such a petition);
8.2.4 the Defaulting Party takes, without the consent of the Terminating Party (such consent not be unreasonably withheld), any action, or legal proceedings are started or other steps taken by a third party, with a view to:
(a) the winding up or dissolution of the Defaulting Party (other than for the reconstruction of a solvent company for any purpose, including the inclusion of any part of the share capital of the Defaulting Party in any official stock exchange listing or an application by the Defaulting Party for registration as a public
(b) the appointment of a liquidator, trustee, receiver, administrative receiver, receiver manager, interim receiver custodian, sequestrator or similar officer of the Defaulting Party against the Defaulting Party or a substantial part of the assets of the Defaulting Party, or anything analogous to any of the foregoing occurs under the laws of any country.
Either Party means either Party A or Party B.
Either Party. A or Party B, who breaches the faith, shall bear the relevant results of employing the manufacture technology of 10 dietary supplement products beyond the promised business scope or against the laws.
Either Party s licence(s) to run the telecommunications system(s) relevant to that Party's performance of its obligations under this Agreement is revoked, expires or is terminated for any reason (and is not immediately replaced); or
Either Party s Project Manager shall initiate the Out-of-Scope Work procedure by providing to ERIZON a written notice (the "Notice of Proposed Change Order") setting forth the proposed Out-of-Scope Work. Within ten (10) business days thereafter, or such other time as may be agreed to by each Party, the ERIZON Project Manager shall provide to the BRANDS Project Manager (with a copy to each Party's Phase Leader) two (2) detailed Change Order Proposals (i) one of which sets forth a proposed adjustment to the Project Price for the proposed Out-of-Scope Work to be performed and (ii) the second of which is a proposal to perform the Out-of-Scope Work on a time and materials basis at ERIZON then standard hourly rates (each a "Change Order Proposal"). Both shall be in the approved form, and shall include related schedules for performance. In support of both versions of ERIZON's Change Order Proposal, ERIZON shall submit a cost breakdown in accordance with section 4 above. ERIZON shall utilize the most recent version of the corresponding Project Schedule to establish the price and schedule modifications. ERIZON's Change Order Proposals shall include an explanation of the cost(s) and scheduling impact the Out-of-Scope Work may have on the particular Project(s). Either of the Change Order Proposals may be accepted or modified through negotiations by each Party, whereupon a written order shall be executed by both Parties ("Out-of-Scope Work Order"). The execution of the Out-of-Scope Work Order by each Party's Engagement Leader shall operate as authorization for ERIZON to perform the Out-of-Scope Work and subject BRANDS to the terms and conditions hereunder for such Out-of-Scope Work thus performed or to be performed. EXHIBIT 1 INTERBORROWER AGREEMENT This Interborrower Agreement ("Agreement") is made as of March 24, 2000, by and between American Down & Textile Company, a Wisconsin corporation, Brawn of California, Inc., a California corporation, Clearance World Outlets, LLC, a Delaware limited liability company, The Company Office, Inc., a Delaware corporation, The Company Store Factory, Inc., a Delaware corporation, D.M. Xxxertising, Inc., a New Jersey corporation, Domestications, LLC, a Delaware limited liability company, Domestications Kitchen & Garden, LLC, a Delaware limited liability company, Encore Catalog, LLC, a Delaware limited liability company, erizon, Inc., a Delaware corporation, erizxx.xxx, Xxc., a Delaware corporation, Gump's By Mail, Inc., a Delaware corporation, G...