will govern Clause Samples
The "will govern" clause establishes which document, agreement, or set of terms takes precedence in the event of a conflict or ambiguity between multiple sources. In practice, this clause specifies that the terms of a particular contract or section override any other agreements, policies, or communications that might otherwise apply. For example, if a service agreement and a privacy policy contain conflicting provisions, the clause clarifies which one controls. Its core function is to ensure clarity and prevent disputes by clearly identifying the authoritative terms that should be followed.
will govern. In the event of reduction in force, employees shall receive ten (10) work days' notice or ten,(l 0 ) work days pay, in lieu thereof. If an employee fails to work out his notice when requested to do so, he shall be paid only for such period of his notice that he has worked. A list of employees to be laid off will be furnished the local Committee and International Union prior to notifying the employee affected. When it becomes necessary to lay off employees covered by this Agreement who must sever their connection with the Company because of insufficient seniority exercised in another classification, unless covered by the job security clause spelled out in Article II (c), they should be given ten (10) workdays' notice of same, or at the option of the employee two (2) weeks' salary in lieu thereof.
will govern. Evergreen and Pacific and Southern agree that, unless and to the extent disclosure is required by law, the results of any environmental study obtained pursuant to this Agreement shall not be disclosed to any third parties, other than each party's employees, agents, representatives or lenders (but to lenders only to the extent that such disclosure is required by a credit agreement between a party and its lender).
will govern. If the Indemnifying Party does not give written notice to the Indemnified Party, within 30 days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 5.3.5 will govern.
will govern. In the event of reduction in force, employees shall receive ten (10) work days’ notice or ten
will govern. The County will prepare and maintain a Seniority list based on the order in which each employee was hired from first to last. It is the responsibility of the County to maintain and update this list as needed. This list will be the final definition in reference to issues of seniority as defined in Section 6.1 and other articles in agreement.
will govern. The assumption of the defense of a Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party will reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [**] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 8.3.5 will govern.
will govern. This Amendment No. 3 may be executed in counterparts, each of which when executed will be deemed an original and together will constitute one and the same agreement. This Amendment No. 3 may be executed by .PDF or electronic means each of which shall be deemed an original.
will govern. In the event an employee is laid off by virtue of the forgoing procedure, he may seek to exercise his seniority by displacing the most junior employee in the bargaining unit, a labourer, a Mill Operator I, Trades 3, Trucker 1, if none then Trucker 2 or a Utility Service Operator, provided an affected employee within his department, in a higher classification, within his line of progression, may bump down to displace a more junior employee. Employees displacing junior employees will be paid the rate of that displaced junior employee. No training or trial period will be permitted, however a one (1) shift familiarization period will be permitted. Senior leaders may bump more junior employees within the line of progression supervised. Provided always the senior employee must fulfil condition (a) above.
will govern. The parties hereby agree that the Expedited Procedures set forth in Sections 16.1 and 16.2 of the Arbitration Rules shall be employed; that direct examination and cross examinations may be conducted by video conference where issues of scheduling and travel time and costs preclude a witness from appearing in person in Santa ▇▇▇▇▇; that a stenographic record of the evidentiary phase of the arbitration will be kept and that the parties will split the costs thereof subject to the arbitrator’s order for costs at the conclusion of the arbitration. Except as may be otherwise expressly provided herein, the burden of proof in the arbitration will be as it would be if the claim were litigated in a judicial proceeding governed exclusively by the internal laws of the State of Delaware applicable to contracts executed, entered into and performed within the State of Delaware, without regard to the principles of choice of law or conflicts of law of any jurisdiction. The arbitrator’s decision and award shall set forth findings of fact and conclusions of law and include an order for costs requiring the non-prevailing party to pay (1) its own expenses, (2) the fees of the arbitrator in full, the administrative fee of JAMS in full and other reasonable arbitration expenses in full to the extent determined by the arbitrator in his/her sole discretion, and (3) the expenses of the prevailing party, including its attorneys’ fees and costs, reasonably incurred in connection with the arbitration, including travel and lodging costs incurred in order to attend arbitration hearings (for the avoidance of doubt, such costs order shall include reimbursement by the non-prevailing party of any fees of the arbitrator and administrative fees of JAMS paid during the arbitration by the prevailing party). For purposes of this Section 10.10(a), Buyer shall be deemed to be the non-prevailing party unless the arbitrator awards Buyer more than one-half of the amount in dispute, in which case the Indemnifying Parties, Sellers or Sellers’ Representative (as applicable) shall be deemed to be the non-prevailing party; it being understood that notwithstanding any other provision hereof, in the event that Buyer is the prevailing party any such fees and costs that are to be borne by the Indemnifying Parties, Sellers or Sellers’ Representative (as applicable) pursuant hereto may be claimed by Buyer directly from the Expense Fund and to the extent not recoverable therefrom shall be deemed Indemnifiable Dama...
will govern. In connection with the preparation of the Closing Balance Sheet and the Closing Working Capital Amount, the Buyer and the Sellers shall each provide the other party and their representatives with reasonable access to the personnel, books, records, documents and other information of the Company. Each party agrees to make reasonable representations or provide such other assurances as are reasonably requested by the other party's independent accountants in connection with such access. The Buyer and the Seller's Representative shall jointly notify the Escrow Agent of the Closing Working Capital Amount promptly following its determination.