GOVERNANCE AND CHANGE CONTROL Sample Clauses

GOVERNANCE AND CHANGE CONTROL a) Before the OTS go-live date, we may vary this agreement and/or the schedules if the variation has been approved by our board and we have given you at least 30 days’ advance notice, always provided that if you object to our changes you may terminate this agreement on written notice to us.
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GOVERNANCE AND CHANGE CONTROL. 25 Section 11.01 Governance. 25 Section 11.02 Change Procedures. 26 Section 11.03 Dispute Resolution. 28 ARTICLE 12 AUDITS. 28 Section 12.01 Service Audits. 28 Section 12.02 Financial Audits. 28 Section 12.03 SSAE 16. 29 Section 12.04 Facilities. 29 Section 12.05 Regulatory Audits. 29 ARTICLE 13 CONFIDENTIAL INFORMATION. 30 Section 13.01 Generally. 30 Section 13.02 Permitted Disclosure. 30 Section 13.03 Exclusions. 30 Section 13.04 Return of Materials. 30 Section 13.05 Unauthorized Use, Access or Disclosure. 31 Section 13.06 Record Maintenance and Retention. 31 Section 13.07 Legal Hold. 31 ARTICLE 14 COMPLIANCE WITH LAWS. 31 Section 14.01 Voya. 31 Section 14.02 Milliman. 32 Section 14.03 Changes to Laws. 32 Section 14.04 Cooperation with Regulators. 33 ARTICLE 15 REPRESENTATIONS, WARRANTIES AND COVENANTS. 33 Section 15.01 Voya. 33 Section 15.02 Milliman. 33 Section 15.03 Obligation to Replace. 35 Section 15.04 Pass-Through Warranties. 35 Section 15.05 Disclaimer. 35 ARTICLE 16 INDEMNIFICATION. 35 Section 16.01 Voya. 35 Section 16.02 Milliman. 36 Section 16.03 Indemnification Procedures. 36 Section 16.04 Contribution. 37 ARTICLE 17 LIMITATION OF LIABILITY. 37 Section 17.01 Direct Damages. 37 Section 17.02 Consequential Damages. 37 Section 17.03 Exclusions. 37 Section 17.04 Assignment of Claims. 38 Section 17.05 Injunctive Relief. 38 ARTICLE 18 INSURANCE. 38 Section 18.01 Coverage. 38 Section 18.02 Cost of Insurance Coverage. 39 Section 18.03 Certificate of Insurance Coverage. 39 Section 18.04 Status and Rating of Insurance Company. 39 ARTICLE 19 TERMINATION. 40 Section 19.01 Termination for Cause. 40 Section 19.02 Termination for Convenience. 40 Section 19.03 Termination for Change in Control. 40 Section 19.04 Termination for Deterioration of Financial Condition. 41 Section 19.05 Termination for Service Level Failure. 41 Section 19.06 Termination for Service Failure. 41 Section 19.07 Termination for Change in Law. 41 Section 19.08 Termination for Failure to Refresh Damages Cap. 41 Section 19.09 Termination for Force Majeure Event. 41 Section 19.10 Other Terminations. 41 Section 19.11 Termination Fees. 42 Section 19.12 Continuing Obligations. 42 Section 19.13 Effect of Termination. 42 Section 19.14 Termination Assistance. 42 Section 19.15 Hiring of Service Delivery Organization. 43 ARTICLE 20 FORCE MAJEURE, BUSINESS CONTINUITY AND DISASTER RECOVERY. 43 Section 20.01 Business Continuity and Disaster Recovery. 43 Section 20.02 Force Majeure. 44 Section 20.03 A...
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GOVERNANCE AND CHANGE CONTROL. 44 16.01. Governance 44 16.02. Service Requests and Changes of Scope 44 ARTICLE 17 REPORTS, DATA AND REAL TIME DATA ACCESS. 44 ARTICLE 18 AUDITS. 45 18.01. Services Audits 45 18.02. Audit Controls 45 18.03. Fees Audits 45 18.04. SSAE 18 and Xxxxxxxx-Xxxxx 46 18.05. Facilities 48 18.06. Regulatory Information 48 18.07. Availability 48 18.08. ISO 9001 and ISO 27001 49 18.09. Data Center Designation 49 18.10. Disclosure of Supplier's Costs 49 18.11. [****] Service Location SSAE 18 49 18.12. Distribution 49 ARTICLE 19 CONFIDENTIAL INFORMATION. 49 19.01. Generally 49 19.02. Permitted Disclosure 49 19.03. Exclusions 50 19.04. Return of Materials 50 19.05. Unauthorized Access 51 ARTICLE 20 COMPLIANCE WITH LAWS. 51 20.01. By Customer 51 20.02. By Supplier 51 20.03. Interpretation of Laws 52 ARTICLE 21 REPRESENTATIONS, WARRANTIES AND COVENANTS. 52 21.01. By Customer Party 52 21.02. By Supplier Party 53 21.03. Disclaimer 55 iii 21.04. Repair and Re-performance 55 ARTICLE 22 INDEMNIFICATION. 55 22.01. Indemnification by Customer Party 55 22.02. Indemnification by Supplier Party 56 22.03. Indemnification Procedures 58 22.04. Contribution 59 ARTICLE 23 DAMAGES. 59 23.01. Direct Damages. 59 23.02. Consequential Damages 60 23.03. Liability of Customer. 60 23.04. Liability of Supplier. 61 23.05. Injunctive Relief 62 23.06. [****] 62 ARTICLE 24 INSURANCE. 62 24.01. Insurance 62 24.02. Requirements Applicable to All Insurance Coverages 63 24.03. Insurance Documentation 63 24.04. Risk of Loss 63 24.05. Visits By Insurance Providers 63 ARTICLE 25 TERM AND TERMINATION. 64 25.01. Term. 64 25.02. Termination for Convenience 64 25.03. Termination for Cause 64 25.04. Termination for IBM Change in Control 65 25.05. Termination for [****] 65 25.06. Termination for [****] 65 25.07. Termination for [****]. 65 25.08. Partial Termination 65 25.09. Other Terminations 66 25.10. Termination Fees 66 25.11. Effect of Termination 67 25.12. Return of Materials 68 25.13. Hiring of Service Delivery Organization 68 25.14. Termination Assistance 69 25.15. Exit Plan 69 ARTICLE 26 [****]. 69 26.01. [****] 69 26.02. [****] 70 ARTICLE 27 FORCE MAJEURE. 70 27.01. Force Majeure. 70 27.02. Alternate Source 72 iv 27.03. No Payment for Unperformed Services 73 ARTICLE 28 BUSINESS CONTINUITY. 73 28.01. In General 73 28.02. BCP Testing 73 28.03. BCP Review 74 ARTICLE 29 MISCELLANEOUS. 74 29.01. Amendment 74 29.02. Assignment 74 29.03. Business Ethics 74 29.04. Dispute Resolution 74 29.05. Divestiture and Acqu...
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GOVERNANCE AND CHANGE CONTROL. 5 The GDAA Panel
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GOVERNANCE AND CHANGE CONTROL. Each Engagement Schedule shall set forth the governance structure and Change Control Procedures applicable to such Engagement Schedule. The Parties shall comply with the governance and Change Control Procedures set forth in each Engagement Schedule.
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GOVERNANCE AND CHANGE CONTROL. 16.01. Governance The Parties shall comply with the governance procedures set forth in Exhibit 9.
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GOVERNANCE AND CHANGE CONTROL 
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Related to GOVERNANCE AND CHANGE CONTROL

  • Change Control All systems processing and/or storing PHI COUNTY discloses to 14 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 15 must have a documented change control procedure that ensures separation of duties and protects the 16 confidentiality, integrity and availability of data.

  • Change Management BellSouth provides a collaborative process for change management of the electronic interfaces through the Change Control Process (CCP). Guidelines for this process are set forth in the CCP document as amended from time to time during this Agreement. The CCP document may be accessed via the Internet at xxxx://xxx.xxxxxxxxxxxxxxx.xxxxxxxxx.xxx.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures:

  • Certain Governance Matters (a) Water Pik and ATI intend that until the third annual meeting of stockholders of Water Pik held following the Distribution Date, at least a majority of the members of the Board of Directors of Water Pik will at all times consist of persons who are also members of the Board of Directors of ATI. The initial members of the Board of Directors of Water Pik and the respective initial Classes of the Board in which they will serve are as follows: Class I: Charxxx X. Xxxxxxx, Xx. Jamex X. Xxxx Class II: Michxxx X. Xxxxxx Willxxx X. Xxxxx Class III: Robexx X. Xxxxxxx (Xxairman) W. Craix XxXxxxxxxx

  • Governance Matters At Closing, the Company and the Bank will appoint each person nominated by each Lead Investor (each a “Board Representative”) as provided in this Section 4.18 to the Board of Directors, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). To the extent consistent with the requirement to stagger the terms of the directors of the Company, the Company and Bank will nominate the Board Representatives for election at the first annual meeting of shareholders following the Closing to the following terms: PIMCO Board Representative to a three year term; Patriot Board Representative to a two year term; and Xxxxxxxx Board Representative to a one year term. After such appointment or election of a Board Representative, so long as the Lead Investor beneficially owns (as determined in accordance with Rule 13d-3 under the Exchange Act) 5.0% or more of the outstanding shares of Common Stock whether acquired upon conversion of the Non-Voting Common Stock, exercise of the Warrant or otherwise (and treating each outstanding share of Non-Voting Common Stock that is not a share of Common Stock as if it had converted into Common Stock and excluding as Common Stock beneficially owned, shares of Common Stock issuable under outstanding Warrants) (a “Qualifying Ownership Interest”), the Company will be required to recommend to its shareholders the election of such respective Lead Investor’s Board Representative at the Company’s annual meeting of shareholders, as applicable, subject to satisfaction of the legal and governance requirements regarding service as a director of the Company and to the reasonable approval of the Nominating and Governance Committee of the Board of Directors (such approval not to be unreasonably withheld or delayed). If at any time a Lead Investor no longer beneficially owns Qualifying Ownership Interest, such Lead Investor will have no further rights under this Section 4.18, and, at the written request of the Board of Directors, shall use its reasonable best efforts to cause its Board Representative to resign from the Board of Directors within 15 calendar days thereafter. Each Lead Investor shall inform the Company if and when it ceases to hold a Qualifying Ownership Interest. Any Board Representative (including any successor nominee) duly selected in accordance with this Section 4.18 shall, subject to applicable law, be the Company’s and the Company’s Nominating and Governance Committee’s nominee to serve on the Board of Directors. The Company shall use all reasonable best efforts to have the Board Representative elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board of Directors. For only so long as the Lead Investor has the right to nominate a Board Representative pursuant to Section 4.18, such Lead Investor shall have the power to designate the Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director. The Board of Directors will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable law, being the Company’s and the Nominating and Governance Committee’s nominee to serve on the Board of Directors, using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). Any Board Representative shall be entitled to the same cash compensation and participation in Company equity plans and same indemnification in connection with his or her role as a director as the other members of the Board of Directors, and each Board Representative shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof, to the same extent as the other members of the Board of Directors. With respect to indemnification of any Board Representative, the Company agrees (i) that it is the indemnitor of first resort (i.e., its obligations to any Board Representative are primary and any obligation of the Lead Investors or their Affiliates (other than the Company) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such person are secondary) with respect to any actions, costs, charges, losses, damages or expenses incurred or sustained in connection with the execution by such person of his or her duties as a director of the Company and (ii) that it irrevocably waives, relinquishes and releases the Lead Investors and their Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. The Company shall notify each Board Representative of all regular and special meetings of the Board of Directors and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of which the Board Representative is a member in accordance with the Company’s bylaws as then in effect. The Company shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors concurrently as such materials are provided to the other members. At all times when the Lead Investor has the right to a Board Representative as provided in this Section 4.18, upon the written request of such Lead Investor and in lieu of such Lead Investor’s nomination of a Board Representative, such Lead Investor may appoint one individual to attend all meetings of the Board of Directors and all committees thereof (the “Observer”) and pursuant to this Section 4.18 hereof the board of directors of the Bank and all committees thereof, which individual shall be reasonably acceptable to the Board of Directors (such approval not to be unreasonably withheld or delayed); provided that the appointment by a Lead Investor of an Observer shall not prevent such Lead Investor from nominating a Board Representative in lieu of an Observer at a future time. The Observer shall not have any right to vote on any matter presented to the Board of Directors or any committee thereof. Subject to compliance with regulatory requirements, the Company shall give each Observer written notice of each meeting thereof at the same time and in the same manner as the members of the Board of Directors, shall provide each Observer with all written materials and other information given to members of the Board of Directors at the same time such materials and information are given to the members of the Board of Directors and shall permit each Observer to attend as an observer at all meetings thereof, and in the event the Company proposes to take any action by written consent in lieu of a meeting, the Company shall give written notice thereof to each Observer prior to the effective date of such consent describing the nature and substance of such action and including the proposed text of such written consents; provided, however, that (A) the Company or the Board of Directors shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (1) if doing so is, in the reasonable good faith judgment of the Company, after consultation with counsel, advisable or necessary to protect the attorney-client privilege between the Company and counsel or (2) if the Board of Directors reasonably determines in good faith, after consultation with counsel, that attendance by the Observer would conflict with fiduciary or regulatory requirements under applicable law and (B) each Lead Investor shall cause its Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer. Each Lead Investor covenants and agrees to hold all such information obtained from its Observer as provided in the prior sentence in confidence pursuant to the non-disclosure agreement entered into between the Company and such Lead Investor. So long as a Lead Investor has the right to appoint a Board Representative pursuant to this Section 4.18, such Lead Investor shall have the right to either nominate one person (the “Bank Board Representative”) to be elected or appointed as director to the board of directors of the Bank (the “Bank Board”) or to appoint one person to attend all meetings of the Bank Board and all committees thereof as an observer (the “Bank Board Observer”); provided that if a Lead Investor chooses to have a director of both the Company and the Bank it at all such times be the same individual; provided further the appointment by such Lead Investor of a Bank Board Observer shall not prevent such Lead Investor from nominating a Bank Board Representative in lieu of a Bank Board Observer at a future time. The obligations of the Company otherwise with respect to, and the conditions on the appointment and, if applicable, directorship of, each Bank Board Representative and each Bank Board Observer shall be substantially the same as those with respect to or applicable to the Board Representative and Observer, respectively. The rights of each Lead Investor described in this Section 4.18 shall be personal to such Lead Investor and the transfer, assignment and/or conveyance of said rights from such Lead Investor to any other person and/or entity (other than in connection with a transfer of Securities to an Affiliate) is prohibited and shall be void and of no force or effect.

  • Corporate Governance Matters At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary as agreed between Parent and the Company, effective at the Effective Time.

  • Change Control Procedures (a) No changes or additions may be made to any Work Order without the written agreement of LAUSD as evidenced by a duly executed Change Order.

  • Office and Support Staff During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies.

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