Proc Clause Samples

Proc. Provide repair support for the modernization and upgrade of ACS production systems. Applicable to SOW paragraphs 3.3.6.1 – 3.3.6.12.
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Proc. 6:170-E1 (District Level Parental Involvement Compact in Title I Programs), 6:170-E2 (School Level Parental Involvement Compact in Title I Programs)
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Proc. 9 Pre-service and In-service Training .................... Proc. 7 Pre-tax Flexible Benefit Plan ................................ Proc. 9
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Proc. 68-16, at section 7.06, recommends that, in general, the Service should avoid agreements based upon executory provisions (i.e., the taxpayer agrees to do something) because of potential difficulties in the event the taxpayer does not perform as agreed upon. However, ruling letters and determination letters to exempt organizations are customarily based on the taxpayer's representations concerning certain future activities or transactions. The issues presented in an exempt organization examination will often call for this type of performance-based agreement to correct conditions that gave rise to the proposed tax or revocation. For example, if there have been substantial lobbying expenditures and this is based on some internal structural defect linking it with a non-exempt lobbyist, the organization might be asked both to break off its connection with a lobbying group and to make the election under IRC 501(h). Bearing in mind the hazards of making executory provisions, it is crucial to affirm the acts agreed upon by the taxpayer in connection with the consequences of noncompliance; that is, failing the execution of the agreed changes, certain fixed amounts will be assessed or adverse actions will be taken by definite dates. Also, it is important to spell out the exact dates on or by which the acts will have been executed, acceptable alternative actions, and, to the extent possible, the exact form, including dollar amounts, structural changes, etc., that the corrective measures will take. The closing agreement should state precisely any agreed-upon ramifications of the closing agreement on subsequent periods. In exempt organization cases, this will typically include a provision that the organization will continue to be recognized as exempt as long as it complies with the terms of the agreement and otherwise qualifies for exemption. The agreement should also expressly state the consequences of any failure by the organization to comply with the agreement.
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Proc. This Consultancy Service Contract for conducting the study, survey is made on this day of - --------------------a company duly incorporated and existing under the laws of the Islamic republic of Pakistan and having its registered office at (hereinafter referred to as "the “Consultant" which shall, where the context so permits mean and include its successors- in-interest and permitted assigns) of the Other Part; (The Party of the One Part and Party of the Other Part shall hereinafter be collectively referred to as „Parties‟ and individually as „Party‟ as the context of this Contract may require).
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Proc. 1-1/ 4 /300120/2291 Date: 18th March, 2020
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Proc. No. 01-08795, and pending in the United States District Court for the District of Delaware (the "District Court") under Case No. 03-CV-34.
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Proc. Endocyte will be responsible for conducting and [ * ] the Development of the Product in the PROC Clinical Trial in accordance with the Initial Indications Development Plan. Merck will be responsible for and [ * ] any additional Clinical Trials that may be required for obtaining Regulatory Approval of the Product in PROC with respect to the EU and US and all other countries in the Territory. Notwithstanding anything to the contrary in this Section 4.2.2, in the event that Regulatory Authorities in the US or EU require that changes be made to the PROC Protocols, the [ * ] amending the PROC Protocols.
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Proc. 6 Pre-service and In-service Training and, Retraining of Employees................................................................ Proc. 7 A. Travel Reimbursement Guidelines B. Pay Schedule C. Glossary of Terms
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Related to Proc

  • Contribution Procedure Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contribute pursuant to this Section 5.3 are several and not joint.

  • Compliance with Internal Revenue Code Section 409A The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive’s employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any provision of this Agreement to the contrary the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive’s employment for reasons other than the Executive’s death, (y) the date of the Executive’s death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, the provision shall be applied in a manner consistent with those requirements despite any contrary provision of this Agreement. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A.

  • Formal Procedure No different or additional Work or contractual obligations will be authorized or performed unless contemplated within the Scope of Work and memorialized in an amendment or modification of the Contract that is executed in compliance with this Article. No waiver of any term, covenant, or condition of the Contract will be valid unless executed in compliance with this Article. Contractor will not be entitled to payment for Work that is not authorized by a properly executed Contract amendment or modification, or through the express written authorization of HHSC. Any changes to the Contract that results in a change to either the term, fees, or significantly impacting the obligations of the parties to the Contract must be effectuated by a formal Amendment to the Contract. Such Amendment must be signed by the appropriate and duly authorized representative of each party in order to have any effect.

  • Registration Procedure In connection with the registration of the Units under the Securities Act, the Company will: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (c) furnish to the Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of such securities; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

  • Compliance with Section 409A of the Internal Revenue Code The Award is intended to comply with Section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.