Determination Required Sample Clauses

The 'Determination Required' clause establishes that a specific decision or assessment must be made before certain actions or obligations under the contract can proceed. Typically, this clause outlines who is responsible for making the determination—such as one of the parties, a third party, or an expert—and may specify the criteria or process to be followed. For example, it might require a party to confirm that a condition has been met or that a standard has been achieved before payment is released or work continues. The core function of this clause is to ensure that key contractual steps are contingent on objective or agreed-upon decisions, thereby reducing ambiguity and managing risk between the parties.
Determination Required. Any indemnification provided for under Section 10.01 and not precluded under Section 10.02 shall be made by the POOL only upon a determination that such indemnification of the officer or DIRECTOR is proper in the circumstances because he has met the requirements set forth in Section 10.01. Such determination may be made only (a) by a majority vote of a quorum consisting of DIRECTORS of the BOARD who were not and are not parties to, or treated with, any such action, suit or proceeding, or (b) if such a quorum is not obtainable or if a majority of a quorum of disinterested DIRECTORS so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the POOL or any person to be indemnified, within the past five years, or (c) by the court in which such action, suit or proceeding was brought, if any.
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Determination Required. Any indemnification required under Section 4.1 and not precluded under Section 4.2 shall be made by Central only upon a determination that such indemnification is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in Section 4.1. Such determination may be made only (a) by a majority vote of a quorum consisting of directors of Central who were not and are not parties to, or threatened with, any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for Central, or any Person to be indemnified, within the past five years, or (c) by the shareholders, or (d) by the Court of Common Pleas of Franklin County, Ohio or (if Central is a party thereto) the court in which such action, suit, or proceeding was brought, if any; any such determination may be made by a court under clause (d) of this Section 4.3 at any time, including any time before, during, or after the time when any such determination may be requested of, be under consideration by, or have been denied or disregarded by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3 shall be evidence in rebuttal of the presumption recited in Section 4.1. Any determination made by the disinterested directors under clause (a) or by independent legal counsel under clause (b) of this Section 4.3 to make indemnification in respect of any claim, issue, or matter asserted in an action or suit threatened or brought by or in the right of Central shall be promptly communicated to the Person who threatened or brought such action or suit, and within ten days after receipt of such notification such Person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.
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Determination Required. Any indemnification under sub-paragraph (1) or (2) of this paragraph (a) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such director, officer, employee or agent has met the applicable standard of conduct set forth in said sub-paragraph. Such determination shall be made: (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the particular action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.
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Determination Required. Any indemnification under Section 1 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such director, officer, employee or agent has met the applicable standard of conduct set forth in this Section 1. Such determination shall be made: (i) by the Board by a majority vote of those directors who were not parties to the particular action, suit or proceeding, or (ii) if there are no such non-party directors, or , even if there are, and a majority of such non-party directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.
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Related to Determination Required

  • Information required Such records must contain the name; Social Security number; last known address, telephone number, and email address of each such worker; each worker's correct classification(s) of work actually performed; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the ▇▇▇▇▇-▇▇▇▇▇ Act); daily and weekly number of hours actually worked in total and on each covered contract; deductions made; and actual wages paid.

  • Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.

  • Certification Requirements The hospice program certifies and attaches hereto documentation that: (a) it is Medicare approved and meets all Medicare conditions of participation (42 CFR 418); and (b) is licensed pursuant to any applicable state or local law.

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave. 2. If the event necessitating the Family Leave becomes known to the employee less than thirty (30) calendar days prior to the employee's need for Family Leave, the employee must provide as much notice as possible. In no case shall the employee provide notice later than five (5) calendar days after he or she learns of the need for Family Leave. 3. For foreseeable leave due to a qualifying exigency, an employee must provide notice of the need for leave as soon as practicable, regardless of how far in advance such leave is foreseeable. 4. When the Family Leave is for the purpose of the scheduled medical treatment or planned medical care of a child, parent, spouse or registered domestic partner, the employee shall, to the extent practicable, schedule treatment and/or care in a way that minimizes disruption to agency/department operations.

  • Information Required by Rule 144A upon the request of such Holder (and shall deliver to any qualified institutional buyer designated by such Holder), such financial and other information as such Holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (for the purpose of this Section 7.1(j), the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act); and