Integration The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.
Start-Up and Synchronization Consistent with the mutually acceptable procedures of the Developer and Connecting Transmission Owner, the Developer is responsible for the proper synchronization of the Large Generating Facility to the New York State Transmission System in accordance with NYISO and Connecting Transmission Owner procedures and requirements.
Integration; Effectiveness This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Setup Parties mutually agree to meet and fulfill implementation requirements as specified and set forth as follows. To facilitate a fast and effective implementation, eLuma will be responsible for the following: 1. Assigning an implementation specialist who will lead the implementation project, ensure that eLuma and Partner tasks are completed in a timely manner, and make sure all parties are coordinated so that Services and Software access can begin as quickly as possible. 2. Assigning an information technology specialist who will assist with Site(s) configuration and setup in accordance with the Services and Software outlined in this Agreement. 3. Recruiting, hiring, onboarding and credentialing, training, and staffing the Partner needs as outlined in this Agreement. 4. Providing a copy of the fully executed Agreement, signed W-9, and the Professional and General Liability insurance to Partner upon request. 5. Training adult supervisors (also known as “Facilitators”) and creating a one-page document for each Site’s Facilitator including, but not limited to: 1. Logging into the eLuma’s software system. 2. Turning on the webcam, microphone, and audio. 3. Basic troubleshooting webcam, microphone, and audio issues. 4. How to contact the technical support team. 6. Creating the therapy schedule with the support of the Partner, or support the Partner in creating the therapy schedule. 7. Ordering and shipping Equipment upon the request of the Partner and invoicing in accordance with this Agreement. To facilitate a fast and effective implementation, Partner shall be responsible for the following before or during the implementation process with eLuma: 1. Assigning a main point of contact (“Implementation Champion”) for the Partner during implementation. The Implementation Champion will ensure that Partner tasks are completed in a timely manner and that the implementation stays on schedule. 2. Assigning an Information Technology specialist and providing a phone number and email in order to set up working computers, webcams, microphones, audio, and/or Ethernet connections at each Site used in conjunction with Services. 3. Providing caseload information including, but not limited to the number of Students requiring Services, minutes of Services, and group therapy session size. (Note: groups sessions are not to exceed four (4) Students at a time and no more than two (2) Students per computer.) 4. Providing the name(s) of each Site and Facilitator for each Site where Services will take place, along with each Facilitator’s best phone number and email address. 5. Providing access to Student Individualized Education Plans (“IEPs”) by software access, fax, or password protected pdf. 6. Providing current copies of the academic calendar, along with special scheduling considerations. 7. Providing support in creating the therapy schedule.
Commissioning Commissioning tests of the Interconnection Customer’s installed equipment shall be performed pursuant to applicable codes and standards. The ISO and Connecting Transmission Owner must be given at least five Business Days written notice, or as otherwise mutually agreed to by the Parties, of the tests and may be present to witness the commissioning tests.
