GOVERNANCE AND CHANGE CONTROL Sample Clauses

GOVERNANCE AND CHANGE CONTROL a) Before the OTS go-live date, we may vary this agreement and/or the schedules if the variation has been approved by our board and we have given you at least 30 days’ advance notice, always provided that if you object to our changes you may terminate this agreement on written notice to us.
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GOVERNANCE AND CHANGE CONTROL. 44 16.01. Governance 44 16.02. Service Requests and Changes of Scope 44 ARTICLE 17 REPORTS, DATA AND REAL TIME DATA ACCESS. 45 ARTICLE 18 AUDITS. 45 18.01. Services Audits 45 18.02. Audit Controls 45 18.03. Fees Audits 46 18.04. SSAE 18 and Xxxxxxxx-Xxxxx 46 18.05. Facilities 48 18.06. Regulatory Information 48 18.07. Availability 49 18.08. ISO 9001 and ISO 27001 49 18.09. Data Center Designation 49 18.10. Disclosure of Supplier's Costs 49 18.11. [****] Service Location SSAE 18 49 18.12. Distribution 49 ARTICLE 19 CONFIDENTIAL INFORMATION. 49 19.01. Generally 49 19.02. Permitted Disclosure 50 19.03. Exclusions 50 19.04. Return of Materials 51 19.05. Unauthorized Access 51 ARTICLE 20 COMPLIANCE WITH LAWS. 51 20.01. By Customer 51 20.02. By Supplier 51 20.03. Interpretation of Laws 52 ARTICLE 21 REPRESENTATIONS, WARRANTIES AND COVENANTS. 52 21.01. By Customer Party 52 21.02. By Supplier Party 53 21.03. Disclaimer 55 21.04. Repair and Re-performance 55 ARTICLE 22 INDEMNIFICATION. 56 22.01. Indemnification by Customer Party 56 22.02. Indemnification by Supplier Party 57 22.03. Indemnification Procedures 58 22.04. Contribution 59 ARTICLE 23 DAMAGES. 59 23.01. Direct Damages. 59 23.02. Consequential Damages 60 23.03. Liability of Customer. 60 23.04. Liability of Supplier. 61 23.05. Injunctive Relief 62 23.06. [****] 62 ARTICLE 24 INSURANCE. 62 24.01. Insurance 62 24.02. Requirements Applicable to All Insurance Coverages 63 24.03. Insurance Documentation 63 24.04. Risk of Loss 63 24.05. Visits By Insurance Providers 64 ARTICLE 25 TERM AND TERMINATION. 64 25.01. Term. 64 25.02. Termination for Convenience 64 25.03. Termination for Cause 64 25.04. Termination for IBM Change in Control 65 25.05. Termination for [****] 65 25.06. Termination for [****] 65 25.07. Termination for [****] 65 25.08. Partial Termination 65 25.09. Other Terminations 66 25.10. Termination Fees 66 25.11. Effect of Termination 67 25.12. Return of Materials 68 25.13. Hiring of Service Delivery Organization 68 25.14. Termination Assistance 69 25.15. Exit Plan 69 ARTICLE 26 [****]. 69 26.01. [****] 69 26.02. [****] 70 ARTICLE 27 FORCE MAJEURE. 70 27.01. Force Majeure. 70 27.02. Alternate Source 72 27.03. No Payment for Unperformed Services 73 ARTICLE 28 BUSINESS CONTINUITY. 73 28.01. In General 73 28.02. BCP Testing 73 28.03. BCP Review 74 ARTICLE 29 MISCELLANEOUS. 74 29.01. Amendment 74 29.02. Assignment 74 29.03. Business Ethics 74 29.04. Dispute Resolution 74 29.05. Divestiture and Acquisition ...
Sample 1
GOVERNANCE AND CHANGE CONTROL. 33 Section 11.01 Governance. 33 Section 11.02 Changes of Scope. 33 Section 11.03 Dispute Resolution. 33 Section 11.04 Benchmarking. 34 ARTICLE 12 AUDITS. 35 Section 12.01 Service Audits. 35 Section 12.02 Financial Audits. 35 Section 12.03 Control Audits. 36 Section 12.04 SSAE 16. 36 – NAIC Confidential – Section 12.05 Facilities. 37 Section 12.06 Audit Limitations. 37 ARTICLE 13 CONFIDENTIAL INFORMATION. 37 Section 13.01 Generally. 37 Section 13.02 Permitted Disclosure. 38 Section 13.03 Exclusions. 38 Section 13.04 Return of Materials. 38 Section 13.05 Unauthorized Use, Access or Disclosure. 38 Section 13.06 Record Maintenance and Retention. 39 ARTICLE 14 COMPLIANCE WITH LAWS. 39 Section 14.01 NAIC. 39 Section 14.02 Cognizant. 39 Section 14.03 Changes to Laws. 40 Section 14.04 Cooperation with Regulators. 41 ARTICLE 15 REPRESENTATIONS, WARRANTIES AND COVENANTS. 41 Section 15.01 NAIC. 41 Section 15.02 Cognizant. 42 Section 15.03 Repair and Re-performance. 43 Section 15.04 Obligation to Replace. 43 Section 15.05 Pass-Through Warranties. 44 Section 15.06 Disclaimer. 44 ARTICLE 16 INDEMNIFICATION 44 Section 16.01 NAIC. 44 Section 16.02 Cognizant. 45 Section 16.03 Indemnification Procedures. 46 Section 16.04 Contribution. 46 ARTICLE 17 LIMITATION OF LIABILITY. 46 Section 17.01 Direct Damages. 46 Section 17.02 Consequential Damages. 47 Section 17.03 Exclusions. 47 Section 17.04 Assignment of Claims. 47 Section 17.05 Injunctive Relief. 48 ARTICLE 18 INSURANCE. 48 Section 18.01 Coverage. 48 Section 18.02 Cost of Insurance Coverage. 49 Section 18.03 Certificate of Insurance Coverage. 49 Section 18.04 Status and Rating of Insurance Company. 49 ARTICLE 19 TERM AND TERMINATION. 49 Section 19.01 Term. 49 Section 19.02 Termination for Cause. 49 Section 19.03 Termination for Convenience. 50 Section 19.04 Termination for Change in Control. 50 Section 19.05 Termination for Deterioration of Financial Condition. 50 Section 19.06 Termination for Service Level Failure. 50 Section 19.07 Termination for Service Failure. 50 – NAIC Confidential – Section 19.08 Termination for Change in Law. 50 Section 19.09 Termination for Failure to Refresh Damages Cap. 51 Section 19.10 Termination for Force Majeure. 51 Section 19.11 Other Terminations. 51 Section 19.12 Termination Fees. 51 Section 19.13 Continuing Obligations. 51 Section 19.14 Effect of Termination. 51 Section 19.15 Termination Assistance. 52 Section 19.16 Hiring of Service Delivery Organization. 53 ARTICLE 20 FORCE MAJEURE, BUS...
Sample 1
GOVERNANCE AND CHANGE CONTROL. Each Engagement Schedule shall set forth the governance structure and Change Control Procedures applicable to such Engagement Schedule. The Parties shall comply with the governance and Change Control Procedures set forth in each Engagement Schedule.
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GOVERNANCE AND CHANGE CONTROL. 5 The GDAA Panel
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GOVERNANCE AND CHANGE CONTROL 
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Related to GOVERNANCE AND CHANGE CONTROL

  • AMENDMENT AND CHANGE CONTROL 35.1 Any amendment or change of any nature made to this Agreement and the Schedule of Requirements thereof shall only be valid if it is in writing, signed by both Parties and added to this Agreement as an addendum hereto. In this regard a Change Notice must first be defined and issued by the requesting Party. A Change Notice Response must then be issued by responding Party. A formal approval of the Change Request will then trigger the issue of the addendum to this Agreement.

  • Change Control All systems processing and/or storing PHI COUNTY discloses to 14 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 15 must have a documented change control procedure that ensures separation of duties and protects the 16 confidentiality, integrity and availability of data.

  • Change Management BellSouth provides a collaborative process for change management of the electronic interfaces through the Change Control Process (CCP). Guidelines for this process are set forth in the CCP document as amended from time to time during this Agreement. The CCP document may be accessed via the Internet at xxxx://xxx.xxxxxxxxxxxxxxx.xxxxxxxxx.xxx.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:

  • Governance Structure The Academy shall be organized and administered as a Michigan nonprofit corporation under the direction of the Academy Board and pursuant to the governance structure as set forth in the Bylaws. The Academy’s Board of Directors shall meet monthly unless another schedule is mutually agreed upon by the President and the Academy. The Academy shall not delegate this duty of organization and administration of the Academy without the express affirmative consent of the University.

  • GOVERNANCE ARRANGEMENTS Enforceability of the Agreement

  • IRO Independence and Objectivity The IRO must perform the Claims Review in a professionally independent and objective fashion, as defined in the most recent Government Auditing Standards issued by the United States Government Accountability Office.

  • Governance Matters (a) Within ten (10) Business Days subsequent to the receipt of a written request (the “Request”) of the Purchaser to have a Board Representative (as hereinafter defined) appointed to the Board of Directors in accordance with the terms of this Section 4.15, the Company and the Bank will request, to the extent required, the non-objection or approval of the Federal Reserve to the appointment of the Board Representative. The Company further covenants and agrees that within five (5) days of the earlier to occur of (x) the receipt of the Request, if the approval or non-objection of the Federal Reserve is not required, and (y) the receipt of the non-objection or approval of the Federal Reserve, the Board of Directors shall cause one (1) person nominated by the Purchaser to be elected or appointed to the Board of Directors as well as to the board of directors of the Bank (the “Bank Board”), subject to satisfaction of the legal, bank regulatory and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (“Governance Committee”) (such approval not to be unreasonably withheld or delayed). After such appointment or election of a Board Representative, so long as the Purchaser has a Qualifying Ownership Interest, the Company will be required to recommend to its shareholders the election of the Board Representative at the Company’s annual meeting, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld or delayed). If the Purchaser no longer has a Qualifying Ownership Interest, the Purchaser will have no further rights under Sections 4.15(a) through 4.15(c) and, at the written request of the Board of Directors, shall use all reasonable best efforts to cause its Board Representative to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Purchaser shall promptly inform the Company if and when it ceases to hold a Qualifying Ownership Interest in the Company and the Company shall provide, at its own expense, the Purchaser with all such information as the Purchaser may reasonably request for the calculation of Purchaser’s Qualifying Ownership Interest.

  • Project Governance (a) If advised in writing by the Ministry the Recipient will:

  • Corporate Governance Matters (a) At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary requested by Parent, effective at the Effective Time.

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