Governance Generally Clause Samples

The "Governance Generally" clause establishes the overall framework and procedures for managing and overseeing the agreement or relationship between the parties. It typically outlines how decisions will be made, who holds authority, and the mechanisms for resolving disputes or making amendments. For example, it may specify the formation of a steering committee, regular meetings, or the process for escalating issues. The core function of this clause is to ensure clear, organized, and effective management of the contractual relationship, reducing ambiguity and helping prevent conflicts.
Governance Generally. Up to three (3) voting committees (the JRC, JDC and JCC) may be formed, and three (3) non-voting teams (each, a JPT) will be set up, to govern and act as reporting bodies during the Term. Subsequently, an additional oversight committee (the JSC), and/or reporting body (AAC), may be established to provide an overarching governance structure as a Product progresses from development stage to commercial stage (depending on whether such Product includes a Selected Candidate or a Joint Selected Candidate).
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Governance Generally. The Parties hereby acknowledge and agree that the Committees and the procedures set forth in this Article II have been established in order to manage, oversee and coordinate the Collaboration under this Agreement. When making a decision or otherwise resolving a dispute under this Article II, each Party shall, acting in good faith and a manner consistent with its respective rights and obligations under this Agreement, attempt to reach consensus.
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Governance Generally. 21 2.2 Joint Steering Committee ...........................................................................23 2.3
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Governance Generally 
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Related to Governance Generally

  • Compliance Generally Each payment or reimbursement and the provision of each benefit under this Agreement shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. The Companies and Executive intend that the payments and benefits provided under this Agreement will either be exempt from the application of, or comply with, the requirements of Section 409A. This Agreement is to be construed, administered, and governed in a manner that effects that intent and the Companies will not take any action that is inconsistent with that intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out, or modified in a manner that would result in the imposition of an additional tax under Section 409A upon Executive. Notwithstanding any provision of Section 7 to the contrary, if the period commencing on the Termination Date begins in one taxable year of Executive and the 74th day following the Termination Date is in a subsequent taxable year, any amounts payable under Section 7 which are considered deferred compensation under Section 409A shall be paid in such subsequent taxable year.

  • Disclosure Generally Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the information and disclosures contained in any Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Disclosure Schedule as though fully set forth in such Disclosure Schedule for which applicability of such information and disclosure is reasonably apparent on its face. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

  • Notice Generally All notices, requests, demands or other communications provided for herein shall be in writing and shall be given in the manner and to the addresses set forth in the Purchase Agreement.

  • Insurance Generally All insurance maintained by You pursuant to the foregoing provisions shall contain a waiver of subrogation rights in respect of any liability imposed by this Agreement on You as against Us. You shall hold Us harmless from, and shall bear the expense of, any applicable deductible amounts and self insured retentions provided for by any of the insurance policies required to be maintained under this Agreement. In the event of loss, You shall promptly pay amount of the deductible amount or self-insured retention or the applicable portion thereof to Us or the insurance carrier, as applicable. Notwithstanding anything to the contrary contained in this Agreement, the fact that a loss may not be covered by insurance provided by You under this Agreement or, if covered, is subject to deductibles, retentions, conditions or limitations shall not affect Your liability for any loss. Should You fail to procure or pay the cost of maintaining in force the insurance specified herein, or to provide Us upon request with satisfactory evidence of the insurance, We may, but shall not be obliged to, procure the insurance and You shall reimburse Us on demand for its costs. Lapse or cancellation of the required insurance shall be deemed to be an immediate and automatic default of this agreement. The grant by You of a sublease of the Equipment rented/leased shall not affect Your obligation to procure insurance on Our behalf, or otherwise affect Your obligations under this Agreement.

  • 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: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement. (b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.