Prior Action definition

Prior Action has the meaning given to it in paragraph 7.1 of Appendix 2 (Agreement or Determination of Baseline Inputs and Change Inputs) to Schedule 9.1 (Financial and Other Consequences of Change);
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Prior Action means any claim, judicial or administrative action, or proceeding, arbitration or investigation pending, or related to events occurring or actions taken or not taken prior to the Closing involving the Company and in any manner arising out of, under, or related to (A) activity or occurrences prior to the Closing; (B) based on this Agreement or the transactions consummated pursuant to this Agreement filed by any party who is not a party to this Agreement; (C) based on a Company Contract or (D) on the actions or inactions of New Entity.
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Prior Action means each and any of the prior actions for Subprogram 1 as described in Schedule 5 to this Grant Agreement;
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Examples of Prior Action in a sentence

  • The Organizer shall develop a curriculum for the Charter School as a Prior Action.

  • The Organizer acknowledges that it shall comply with any applicable law that relates to the provision of services to special education students attending the Charter School and shall develop, as a Prior Action, a comprehensive special education plan for such students.

  • The Organizer shall maintain as a Prior Action a schedule of insurance as specified by the Charter Schools Director.

  • Before this Prior Action shall be deemed substantially completed, the Charter Schools Director shall have the opportunity to review and approve the proposed comprehensive special education plan.

  • Before this Prior Action shall be deemed substantially completed, the Charter Schools Director shall have the opportunity to review and approve the proposed location of the physical plant and the facilities that shall be a part thereof.

  • Before this Prior Action shall be deemed substantially completed, the Charter Schools Director shall have the opportunity to review and approve the proposed process and administration of the Organizer's transportation plan.

  • Before this Prior Action shall be deemed substantially completed, the Charter Schools Director shall have the opportunity to review and approve the proposed curriculum.

  • Before this Prior Action shall be deemed substantially completed, the Charter Schools Director shall have the opportunity to review and approve the proposed financial plan.

  • The Organizer shall develop, implement, and maintain as a Prior Action a school safety plan, including a discipline plan, to provide for a safe learning environment at the Charter School for students, staff, volunteers, and visitors.

  • The Organizer shall develop, implement, and maintain as a Prior Action a Transportation Plan that provides for safe, reasonably accessible transportation for all students attending the Charter School.

Related to Prior Action

  • Prior Approval means written ap- proval by an authorized official evi- dencing prior consent.

  • Prior Agreement has the meaning set forth in the Recitals.

  • Other Actions means any other actions or proceedings, excluding the Proceedings, relating to Released Claims commenced by a Settlement Class Member either before or after the Effective Date.

  • Prior Agreements has the meaning set forth in the recitals.

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Schedule of Retained Causes of Action means the schedule of certain Causes of Action of the Debtors that are not released, waived, or transferred pursuant to the Plan, as the same may be amended, modified, or supplemented from time to time.

  • Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.

  • Concurrent review means utilization review conducted during

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

  • Final Approval means the Court’s order granting final approval of the Settlement.

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • Prior CDA has the meaning set forth in Section 9.4.

  • resolution action means the decision to place an institution or entity referred to in point (b), (c) or (d) of Article 1(1) under resolution pursuant to Article 32 or 33, the application of a resolution tool, or the exercise of one or more resolution powers;

  • Class Action Waiver BY ENTERING INTO THIS CONTRACT, YOU ARE GIVING UP YOUR RIGHT TO ARBITRATE OR LITIGATE IN COURT ANY DISPUTE OR CLAIM AS A CLASS ACTION OR COLLECTIVE ACTION, EITHER AS A CLASS REPRESENTATIVE OR MEMBER OR COLLECTIVE ACTION PARTICIPANT. YOU FURTHER AGREE THAT YOUR RIGHTS AS A CONSUMER UNDER THE CCPA ARE NEITHER WAIVED NOR IMPAIRED BY VIRTUE OF PROCEEDING IN A NON-CLASS, NON-CONSOLIDATED AND NON-JOINT ARBITRATION AUTHORIZED UNDER THIS AGREEMENT, NOR SHALL PROCEEDING IN A NON-CLASS, NON-COLLECTIVE OR NON-CONSOLIDATED AND NON-JOINT ARBITRATION BE DEEMED OR DETERMINED TO CONSTITUTE A WAIVER OR IMPAIRMENT OF YOUR RIGHTS. IN THE EVENT AN ARBITRATOR DEEMS THIS CLASS ACTION WAIVER INVALID, THEN THE ARBITRATION PROVISION ABOVE SHALL BE NULL AND VOID. Waiver of Right to Trial by Jury: IN ARBITRATION, EACH PARTY EXPRESSLY AND IRREVOCABLY WAIVES THEIR RIGHT TO A TRIAL BY JURY OF ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS ARISING UNDER THE CALIFORNIA CONSUMER PRIVACY ACT OR ANY OTHER FEDERAL OR STATE LAWS. Force Majeure, Uncontrollable Circumstances: XOOM will not be responsible for supplying gas in the event of circumstances beyond its control such as events of Force Majeure, including but not limited to, acts of terrorism, sabotage, or acts of God. XOOM may cancel this Agreement if there is any change in regulation, law, pricing structure, tariff, or change in procedure required by a third party that results in XOOM being prevented, prohibited, or frustrated from carrying out the terms of this Agreement.

  • Matter is a claim, a material issue or a substantial request for relief.

  • No further action letter means a written response provided by the department under section 20114d confirming that a no further action report has been approved after review by the department.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Acquisition Inquiry means an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Parent) that could reasonably be expected to lead to an Acquisition Proposal.

  • Tax Action means any claim, action, suit, complaint, arbitration, audit, investigation, review, assessment, notice of deficiency or other proceeding relating to any Tax or Return by or before any Tax Authority.

  • Secret Matter means any matter connected with or arising out of the performance of this Contract which has been, or may hereafter be, by a notice in writing given by the Customer to the Supplier be designated ‘top secret’, ‘secret’, or ‘confidential’;

  • Exculpated Claim means any Claim related to any act or omission in connection with, relating to, or arising out of the Debtors' in or out of court restructuring, the Chapter 11 Cases, formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement, the Plan, the settlement of Claims or renegotiation of Executory Contracts or Unexpired Leases, the negotiation of the Plan, the DIP Credit Agreement, the Plan Supplement, the Exit Facility Credit Agreement, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Disclosure Statement or Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of consummation of the Plan, the administration, consummation, and implementation of the Plan, the distribution of property under the Plan, or any transaction contemplated by the Plan or Disclosure Statement, or in furtherance thereof; provided, however, that Exculpated Claims shall not include any claim arising out of any act or omission that is determined in a Final Order to have constituted gross negligence, willful misconduct, or intentional fraud to the extent imposed by applicable non-bankruptcy law. For the avoidance of doubt, no Cause of Action, obligation or liability expressly set forth in or preserved by the Plan or the Plan Supplement constitutes an Exculpated Claim.

  • Standstill Period has the meaning set forth in Section 3.1.

  • Final Approval Order means the order and final judgment approving the Settlement Agreement, implementing the terms of this Settlement Agreement, and dismissing the Class Action with prejudice, to be proposed by the Settling Parties for approval by the Court, in substantially the form attached as Exhibit 5 hereto.

  • Quebec Action means the Quebec Action as defined in Schedule A.

  • Prior authorization means that we must approve the Services in advance in order for the Services to be covered.