Internal Factors Clause Samples

The Internal Factors clause defines how circumstances within a party’s own organization, such as staffing changes, resource limitations, or internal policy shifts, may impact their ability to fulfill contractual obligations. Typically, this clause outlines what constitutes an internal factor, clarifies whether such factors can be used as a valid excuse for non-performance, and may require prompt notification to the other party if internal issues arise. Its core function is to allocate responsibility for internal disruptions, ensuring that parties cannot easily avoid their commitments due to issues within their own control, thereby promoting accountability and contract reliability.
Internal Factors. Chapter 3 will examine the internal factors. This analysis will distinguish between drafting factors and other factors that may have existed at the time of the signing of the Conventions but are not related to semantic choices. The drafting factors will be identified on the basis of examples of terms and concepts used in the Conventions. These examples will be selected from judicial decisions and Travaux Préparatoires that suggest their potential power to induce fragmentation.
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Internal Factors. Arguably, the main internal factors are developments in the field of EU common security and defence, domestic defence policy reforms in Japan, and bilateral relations between EU member states and Japan. The EU has only slowly developed its CSDP and still only has a very limited autonomous military capacity. The CSDP has existed for a considerable period in the shadow of the EU economic policy development. In 1988 France and the UK endorsed the idea of EU military capacity in the St Malo Declaration, but only in 1999 did it receive support from the European Council. Yet the 1997 Amsterdam Treaty established the position of High Representative for the Common Foreign and Security Policy (CFSP), building on the 1992 Maastricht Treaty, which had introduced the European Security and Defence Policy. Only by 2003 did the EU introduce practical steps such as the first civilian EU police mission to Bosnia, the first EU military operation, known as Concordia, deployed to the former Yugoslav Republic of Macedonia, and the publication of the European Security Strategy (European Council 2003). A further consolidation of CSDP efforts took place with the 2007 Lisbon Treaty that introduced a range of defence-relevant clauses, including Permanent Structured Cooperation (PESCO), mutual assistance, solidarity commitment and the establishment of the European External Action Service. Prior to the implementation of the Lisbon Treaty, the EU thus lacked clear institutional mechanisms and policies in the field of security and defence. Still some EU–Japan security cooperation existed even prior to the Lisbon Treaty, involving, for example, non-proliferation, climate, and energy security, all sponsored by UN treaties or protocols. In addition, the need to respond to natural disasters facilitated some cooperation in the sector of civil protection, an area where the EU had begun to develop its own mechanisms (▇▇▇▇▇▇▇▇ et al 2014). The EU also had sufficient authority to establish some cooperation in economic security prior to the Lisbon Treaty. The security provisions of the Lisbon Treaty increased the scope of security cooperation after 2010, but the EU lacks capacity to be an effective partner in addressing the militarised threats Japan faces in its region which could explain lagging cooperation in the regional and military security. Particular interests of EU member states can impede, but on occasion also promote, EU–Japan level security cooperation. For example, both France and th...
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Internal Factors.  A disruption in information systems processing  Quality of personnel hired, and methods of training utilized  Changes in management responsibilitiesEnvironmental conditions in the data center  Acquisition and integration activities  Types of fraud and fraud opportunities AvidXchange’s methodology for analyzing risk varies, largely because many risks are difficult to quantify. Nonetheless, the process includes:  Estimating the significance of the risk  Assessing the likelihood of the risk occurring  Considering how the risk should be mitigated Risk analysis is an essential process to AvidXchange’s success. It includes identification of key business processes where potential exposures to some consequences exist. Once the significance and likelihood of the risk have been assessed, management considers how the risk should be mitigated. This involves judgment based on assumptions about the risk and reasonable analysis of costs associated with reducing the level of risk. Necessary actions are taken to reduce the significance or likelihood of the risk occurring. As a part of the risk assessment process, AvidXchange performs annual risk assessments to determine the minimum set of controls required to reduce and maintain risk at an acceptable level. Additional evaluations are completed when significant changes occur that potentially cause risk. AvidXchange has implemented proactive programs, such as impact analysis and integrated operational contingency plans to ensure that effective risk response plans can be implemented and coordinated in a timely and effective manner. To ensure that activities related to actual risk events are effectively coordinated, each business unit and corporate resource division has developed and implemented event management and escalation processes. Pre-established notification lists and response procedures ensure that subject matter experts, customers and other stakeholders are appropriately involved in problems resolution. AvidXchange’s product suite (Avid Suite) helps both buyers and suppliers better manage the processes of paying and getting paid. For buyers, AvidXchange delivers software-as-a-service solutions that increase the efficiency of strategic value of the accounts payable processes. The Avid Suite of solutions is divided into the following categories:  Procurement Solutions o Solutions designed to help customers process and distribute purchase orders to suppliers (Avid Buy, Avid Ariett, etc.)  AP Automation Sol...
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Internal Factors. Mandates and Missions
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Related to Internal Factors

  • INTERNAL MAIL The Association shall have access to the district mail service and school mail boxes, free of charge, for communication to bargaining unit members. Bulk material may have to be paid for by the Association.

  • Internal Use You will use the Services for Your own internal business, non-residential and non-personal use. You acknowledge and agree that You will not allow any third party, including Your vendors and service providers, to access or use the Services unless such third party is allowed access for the purpose of providing authorized customer support services or in connection with Your appropriate use of the Services for Your own business purposes.

  • Internal Investigations (A) The parties recognize that Florida Highway Patrol personnel occupy a special place in American society. Therefore, it is understood that the state has the right to expect that a professional standard of conduct be adhered to by all Florida Highway Patrol personnel regardless of rank or assignment. Since internal investigations may be undertaken to inquire into complaints of Florida Highway Patrol misconduct, the state reserves the right to conduct such investigations to uncover the facts in each case, but expressly agrees to carefully guard and protect the rights and dignity of accused personnel. In the course of an internal investigation, the investigative methods employed will be consistent with the law (including but not limited to section 112.532, F.S.) and this agreement; nothing in this agreement, however, shall be deemed to diminish the rights of employees under applicable law. (B) When an allegation is made against an employee, the state will make every reasonable effort to ensure that the allegation and any related statements are reduced to writing, under oath, and signed. The written allegation shall be known as a complaint. (C) When an employee is to be questioned or interviewed concerning a complaint or allegation, the employee will be informed prior to the interview of the nature of the investigation and whether he is the subject of the investigation or a witness in an investigation. Employees shall be informed of the right to have a union representative in attendance at the interview and where requested, an employee shall be given 48 hours to contact, consult with, and secure the attendance of a representative at the interview. If he is the subject of the investigation, the employee and his representative will also be informed of each complaint or allegation against him and they shall be permitted to review all written statements and recordings made by the complainant and witnesses at least two hours prior to the commencement of the interview in accordance with section 112, F.S. In the event the written statement or recordings are such that additional review time is warranted, the employee may request, and be granted, additional time unless the request is made for the purposes of delay. Pursuant to section 112.533, F.S., the employee who is the subject of the investigation shall not disclose the contents to anyone other than his representative or attorney until the investigation is complete. (D) Interviews and questioning of employees shall be conducted in a professional manner. Statements from an employee shall not be taken in a coercive manner. (E) The formal interrogation of an employee shall comply with the provisions of section 112.532, F.S. The employee shall receive a copy of his written or recorded statement at no cost to the employee. No recording or transcription of the investigative interview will be made without the knowledge of all participants present at the interview. (F) In cases where the agency determines that the employee’s absence from the work location is essential to the investigation and the employee cannot be reassigned to other duties pending completion of the investigation, the employee shall be placed on administrative leave with pay. Such leave shall be in accordance with Chapter 60L-34, F.A.C. (G) Unless required by statute, no employee shall be required to submit to a polygraph test or any device designed to measure the truthfulness of his responses during an investigation of a complaint or allegation. (H) Only sustained findings may be inserted in personnel records. Unfounded findings shall not be inserted in permanent personnel records or referred to in performance reviews. (I) Internal investigations will ordinarily be completed within 45 days from the date the complaint is filed, unless circumstances necessitate a longer period. An investigation shall not exceed 120 days without the approval of the Agency Head or designee. Except in the case of a criminal investigation, the employee shall be notified in writing of any investigation that exceeds 120 days. (J) The employee under investigation shall be advised in writing of the results of the investigation at its conclusion. (K) The state will make a good faith effort to train persons who investigate charges against employees in the investigative rights reserved for those employees in the interest of avoiding infringement of those rights. (L) In the case of criminal, non-administrative internal investigation into the criminal misconduct of a sworn employee, the provisions of (B) through (K) shall not apply.

  • Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

  • Internal Controls; Listing; Financial Statements (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act or as otherwise set forth in the Acquiror SEC Filings, Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to (i) ensure that material information relating to Acquiror, including its consolidated Subsidiaries, if any, is made known to Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and (ii) be effective in timely alerting Acquiror’s principal executive officer and principal financial officer to material information required to be included in Acquiror’s periodic reports required under the Exchange Act. Acquiror has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) which is reasonably sufficient to provide reasonable assurance regarding the reliability of Acquiror’s financial reporting and the preparation of Acquiror Financial Statements for external purposes in accordance with GAAP. (b) To the knowledge of Acquiror, except as set forth in Section 6.6(b) of the Acquiror Disclosure Letter, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The Acquiror SEC Filings contain true and complete copies of the audited balance sheet as of May 17, 2022, and statement of operations, cash flow and shareholders’ equity of Acquiror for the period from February 25, 2021 (inception) through May 17, 2022, together with the auditor’s reports thereon (the “Acquiror Financial Statements”). Except as disclosed in the Acquiror SEC Filings, the Acquiror Financial Statements (i) fairly present in all material respects the financial position of Acquiror, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Acquiror have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) There are no outstanding loans or other extensions of credit made by Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Acquiror. Acquiror has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Neither Acquiror nor any director or officer of Acquiror nor, to the knowledge of Acquiror, any employee of Acquiror or Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Acquiror, (ii) any fraud, whether or not material, that involves Acquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Acquiror or (iii) any claim or allegation regarding any of the foregoing.