Winding Down Procedures Clause Samples

Winding Down Procedures. In anticipation of the termination or expiration of this Agreement or of ▇▇▇▇▇’▇ duties with respect to the Services or Directories, Publisher will provide reasonable written instructions establishing procedures for the wind down of the business relationship created by this Agreement and the orderly transition of the Services upon the issuance of written notice of such termination or expiration. ▇▇▇▇▇ agrees to use in good faith its best efforts to comply with Publisher’s directives in carrying out such procedures, including making all data files available for transfer in industry standard formats. Publisher and ▇▇▇▇▇ agree that it is mutually beneficial to the parties’ customers and to the public that an orderly transition process occur, which focuses on providing continued quality service to the advertisers and preventing undue disruption and loss to Publisher’s business. Specifically, but not as a limitation on its obligations hereunder, ▇▇▇▇▇ shall carry out its duties hereunder during the wind down period in conformity with the terms of this Agreement.
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Winding Down Procedures. In anticipation of the termination or expiration of this AGREEMENT or of ▇▇▇▇▇’▇ duties with respect to the Directories, CBD will provide reasonable written instructions establishing procedures for the wind down of the business relationship created by this AGREEMENT and the orderly transition of the Directories Business upon the issuance of written notice of such termination or expiration. ▇▇▇▇▇ agrees to use in good faith its best efforts to comply with CBD’s directives in carrying out such procedures. CBD and ▇▇▇▇▇ agree that it is mutually beneficial to the Parties’ customers and to the public that an orderly transition process occur, which focuses on providing continued quality service to the advertisers and preventing undue disruption and loss to CBD’s business. Accordingly, ▇▇▇▇▇ agrees to return all Publisher Information to CBD within thirty (30) days (it being agreed that ▇▇▇▇▇ may copy and retain whatever documents or information that is required to fulfill ▇▇▇▇▇’▇ customer service obligations hereunder). Specifically, but not as a limitation on its obligations hereunder, ▇▇▇▇▇ shall carry out its duties hereunder during the wind down period in conformity with the terms of this AGREEMENT. In recognition of the difficulties inherent to a wind down period, upon mutual agreement, CBD, at its expense, may offer additional inducements, through ▇▇▇▇▇ to ▇▇▇▇▇’▇ sales personnel to meet or exceed objectives. Additionally, ▇▇▇▇▇ acknowledges and agrees that CBD may enter into a Sales Agency Agreement with a new person or entity (“New Agent”) during the wind down period. ▇▇▇▇▇ agrees that it is essential that CBD continues to be given access to canvass data, sales meetings, sales reviews and other information of CBD to insure a seamless transition and provide quality service to advertisers with respect to Directories with publication dates subsequent to the effective date of termination or expiration of this Agreement. The entering into an agreement between CBD and New Agent shall not otherwise alter or amend ▇▇▇▇▇’▇ rights or obligations hereunder.
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Related to Winding Down Procedures

  • NEGOTIATION PROCEDURES A. At least sixty (60) days prior to the expiration of this Agreement, the parties will begin negotiations for a new Agreement covering wages, hours, terms and conditions of employment of employees covered by this Agreement. B. In any negotiations described in this article, neither party shall have control over the selection of the negotiating representatives of the other party and each party may select its representatives from within or outside the school district. It is recognized that no final Agreement between the parties may be executed without ratification by the Board and the Association. The parties mutually pledge that representatives selected by each shall be clothed with necessary power and authority to make proposals and concessions in the course of negotiations, subject only to such ultimate ratification. C. If the parties fail to reach an agreement in any such negotiations, either party may invoke the procedures established under Public Act 379 as amended. D. Members of the Association’s negotiating team and/or consultants thereto, who are employees of the Employer, shall be released from their normal duties without loss of salary when meetings of the two negotiating teams are scheduled during their normal working hours. E. The parties hereby agree that their Teams shall meet at least quarterly during the school year to attempt to resolve problems. The topics for these meetings shall be established by the group at the previous quarter’s meeting whenever possible. Topics will remain on the agendas until resolved or until deleted by mutual agreement. F. Prior to the establishment of any new position in the bargaining unit, the Employer shall notify the Association of such a contemplated action, and meet with the Association to negotiate workload for the position. This provision does not preclude the Employer’s ability to create and post positions. If the timing of the decision to establish the position precludes such a meeting, the Employer shall meet with the Association as soon as possible. The parties may agree that the position should be allowed to operate without a defined workload for some defined period of time to determine what a reasonable workload might be. G. By mutual consent of both parties any section of this agreement may be reopened.

  • Formal Procedures 1. Upon presentation to the academic ▇▇▇▇ of a petition signed by one–third (1/3) of the full–time members of the department/work area, excluding the department chair, stating specific reasons for recalling the department chair, the academic ▇▇▇▇ shall promptly give fourteen (14) calendar days' written notice to all department/work area members setting forth the time, date and place of a meeting to consider the recall petition and to vote on either a motion that the department/work area chair continue in office or a motion to recommend to the President of the College that the President declares a vacancy to exist in the department/work area. The department chairperson/work area may be present at this meeting. 2. The academic ▇▇▇▇ and an impartial person from the faculty at large, who shall be elected by members of the department/work area, shall conduct the recall meeting, and if the academic ▇▇▇▇ and the members of the department/work area shall have so decided, shall conduct successor meetings for the same purpose. The academic ▇▇▇▇ and such impartial person from the faculty at large shall record any subsequent vote(s) taken within the department/work area on this matter. 3. A vote by secret ballot of the majority of all full–time department/work area members shall be required to recommend to the President of the College or the President’s designee that the President declares a vacancy to exist in the department chair position. If a majority of the department/work area members so vote, the results of the balloting with reasons shall be forwarded to the President of the College or the President’s designee. The President of the College shall determine the recall or continuance within ten (10) calendar days and so notify the department/work area with reasons. The President's decision shall be final.

  • Induction Procedures a) The parties to this Agreement acknowledge that it is in the interests of the industry that all new employees and employers on a building project understand their obligations to this Agreement and are introduced to their jobs in a manner which will help them work safely and efficiently. b) In order to achieve this it is recommended that, in conjunction with the Site Management, Job ▇▇▇▇▇▇▇ and Safety Supervisor/Safety Committee, new employees and new employers be given an explanation of the following: ⮚ The Rights and Obligations of this Agreement including its disputes/grievance resolution procedures; ⮚ The appropriate issue of work clothing and safety equipment as per this Agreement; ⮚ Safety Rules and Procedures including relevant legislation; ⮚ Superannuation entitlements; ⮚ Long Service Leave provisions; ⮚ Redundancy Pay entitlements; ⮚ Site Emergency procedures; ⮚ Award or Enterprise Agreement rates of pay; ⮚ Site-specific matters such as security, etc. procedures; ⮚ Rights, obligations and benefits of union membership. c) The induction presentation and material shall have regard to the language skills of the employee/employer.

  • Loan Procedures (a) Except for Same Day Loans funded under Section 2.2(b), the Company shall give written notice or telephonic notice (followed immediately by written confirmation thereof) to the Agent of each proposed borrowing not later than 10:00 A.M., Detroit time, at least two Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall specify the date and amount of the proposed borrowing. Within one Business Day after receipt of such notice, the Agent shall advise each Lender thereof. Not later than 1:00 P.M., Detroit time, on the date of a proposed borrowing, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such Lender’s Pro Rata Share of such borrowing and, so long as the Agent has not received written notice that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent to the Company on the requested borrowing date. Each borrowing shall be on a Business Day. (b) In addition to borrowings under Section 2.2(a), the Company may give written or electronic notice or telephonic notice (followed immediately by written or electronic confirmation thereof) to the Agent of a proposed Same Day Loan not later than 11:00 A.M., Detroit time, on any Business Day that the Company has not made (and will not make) a Same Day Prepayment. Each such notice shall be effective upon receipt by the Agent, shall be irrevocable and shall specify the amount of the proposed Same Day Loan, which amount may not exceed Fifteen Million and 00/100 Dollars ($15,000,000.00) for any particular Business Day. By 11:30 A.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, the Agent shall advise each Lender thereof. Not later than 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan, each Lender shall provide the Agent at the office specified by the Agent with immediately available funds covering such Lender’s Pro Rata Share of such Same Day Loan and, so long as the Agent has not received written notice from a Lender (before 3:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of a proposed Same Day Loan) that the conditions precedent set forth in Section 10 with respect to such borrowing have not been satisfied, the Agent shall pay over the funds received by the Agent by a federal wire transfer to the Company’s bank account, which federal wire transfer must be initiated by the Agent on or before 4:00 P.M., Detroit time, on the Business Day that the Agent receives a notice of the proposed Same Day Loan. Each Same Day Loan for which the above requirements are satisfied shall be treated as being made by the Lenders (and shall be part of the Revolving Outstandings) on the Business Day that the Agent initiates the federal wire transfer, even if the Company cannot confirm the receipt of such funds until the next Business Day. Each Same Day Loan must be requested (and shall be made) on a Business Day. The Company may not request a Same Day Loan on any Business Day if the Company has notified the Agent that the Company is making a Same Day Prepayment on such Business Day. The Company may request a Same Day Loan on the same Business Day that it has previously requested a borrowing under Section 2.2(a) and/or on the same Business Day for which the Company has notified the Agent of a voluntary prepayment under Section 6.2(a) and such Same Day Loan shall be funded in addition to, separately from and without any netting for such other borrowing and/or voluntary prepayment. (c) All borrowings and repayments of Loans shall be effected in accordance with each Lender’s Pro Rata Share.

  • Transaction Procedures All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.