IAJ Sample Clauses

The IAJ (Independent Audit Judgment) clause establishes the right for an independent auditor or third party to make determinations or judgments regarding specific matters outlined in the contract. Typically, this clause applies to financial statements, compliance with contractual obligations, or the calculation of performance metrics, where an unbiased assessment is required. By delegating decision-making to an independent party, the clause helps resolve disputes objectively and ensures that both parties have confidence in the accuracy and fairness of critical evaluations.
IAJ. Section 3(d) of the Disclosure Schedule sets forth for IAJ (i) the number of shares of authorized capital stock of each class of its capital stock, (ii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof and the number of shares held by each such holder and (iii) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of IAJ have been duly authorized and are validly issued, fully paid and nonassessable. Except as set forth on Section 3(d) of the Disclosure Schedule, Company holds of record and owns beneficially all of the outstanding shares of IAJ, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any of Company, IAA, and IAJ to sell, transfer or otherwise dispose of any capital stock of IAJ or that could require IAJ to issue, sell or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock or similar rights with respect to IAJ. Except as set forth in Section 3(d) of the Disclosure Schedule, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of IAJ.
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Related to IAJ

  • Member The Member owns 100% of the limited liability company interests in the Company.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Director An Approved User who is generally a senior IT official of the Requester with the necessary expertise and authority to affirm the IT capacities at the Requester. The IT Director is expected to have the authority and capacity to ensure that the NIH Security Best Practices for Controlled-Access Data Subject to the NIH GDS Policy and the Requester’s IT security requirements and policies are followed by all of the Requester’s Approved Users.

  • The Company This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor to all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “the Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

  • Executive Director (a) The HMO must employ a qualified individual to serve as the Executive Director for its HHSC HMO Program(s). Such Executive Director must be employed full-time by the HMO, be primarily dedicated to HHSC HMO Program(s), and must hold a Senior Executive or Management position in the HMO’s organization, except that the HMO may propose an alternate structure for the Executive Director position, subject to HHSC’s prior review and written approval. (b) The Executive Director must be authorized and empowered to represent the HMO regarding all matters pertaining to the Contract prior to such representation. The Executive Director must act as liaison between the HMO and the HHSC and must have responsibilities that include, but are not limited to, the following: (1) ensuring the HMO’s compliance with the terms of the Contract, including securing and coordinating resources necessary for such compliance; (2) receiving and responding to all inquiries and requests made by HHSC related to the Contract, in the time frames and formats specified by HHSC. Where practicable, HHSC must consult with the HMO to establish time frames and formats reasonably acceptable to the Parties; (3) attending and participating in regular HHSC HMO Executive Director meetings or conference calls; (4) attending and participating in regular HHSC Regional Advisory Committees (RACs) for managed care (the Executive Director may designate key personnel to attend a RAC if the Executive Director is unable to attend); (5) making best efforts to promptly resolve any issues identified either by the HMO or HHSC that may arise and are related to the Contract; (6) meeting with HHSC representative(s) on a periodic or as needed basis to review the HMO’s performance and resolve issues, and (7) meeting with HHSC at the time and place requested by HHSC, if HHSC determines that the HMO is not in compliance with the requirements of the Contract.