Direct Participation Sample Clauses

The Direct Participation clause establishes the right or obligation of a party to be directly involved in a specified activity, process, or decision-making event within an agreement. In practice, this may allow a party to attend meetings, contribute to project milestones, or have a say in operational decisions, rather than acting solely through representatives or intermediaries. The core function of this clause is to ensure transparency and active engagement, reducing misunderstandings and promoting accountability by allowing direct involvement in key aspects of the contractual relationship.
Direct Participation. Each of the following elements must be present in order to determine whether or not such a reduction or waiver is appropriate. a. The bidder has documented the unsuccessful solicitation for either subcontractors or joint venture partners of at least 50% (or at least five when there are more than eleven certified firms in the commodity area) of the appropriate certified MBE/WBE firms to perform any direct work identified or related to the advertised bid/proposal. Documentation must include but is not necessarily limited to: 1. A detailed statement of efforts to identify and select portions of work identified in the bid solicitation for subcontracting to certified MBE/WBE firms; 2. A listing of all MBE/WBE firms contacted that includes: o Name, address, telephone number and email of MBE/WBE firms solicited; o Date and time of contact; o Method of contact (written, telephone, transmittal of facsimile documents, email, etc.) 3. Copies of letters or any other evidence of mailing that substantiates outreach to MBE/WBE vendors that includes: o Project identification and location; o Classification/commodity of work items for which quotations were sought; o Date, item and location for acceptance of subcontractor bid proposals; o Detailed statement which summarizes direct negotiations with appropriate MBE/WBE firms for specific portions of the work and indicates why negotiations were unsuccessful; o Affirmation that Good Faith Efforts have been demonstrated by: • choosing subcontracting opportunities likely to achieve MBE/WBE goals; and • not imposing any limiting conditions which were not mandatory for all subcontractors; and • providing notice of subcontracting opportunities to M/WBE firms and assist agencies at least five (5) business days in advance of the initial bid due date; and • documented efforts or actual commitment to the indirect participation of MBE/WBE firms. b. Subcontractor participation will be deemed excessively costly when the MBE/WBE subcontractor proposal exceeds the average price quoted by more than twenty percent (20%). In order to establish that a subcontractor’s quote is excessively costly, the bidder must provide the following information: 1. A detailed statement of the work identified for MBE/WBE participation for which the bidder asserts the MBE/WBE quote(s) were excessively costly (in excess of 20% higher). o A listing of all potential subcontractors contacted for a quotation on that work item; o Prices quoted for the subcontract in que...
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Direct Participation. If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 32.1 (Lenders' Indemnity) then that Lender will not be obliged to comply with Clause 32.1 (Lenders'Indemnity) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date that L/C Proportion is transferred or assigned to such Lender in accor­dance with the terms of this Agreement), an undivided interest and participation in that Letter of Credit in an amount equal to that Lender's L/C Proportion of that Letter of Credit. On receipt of demand by the Agent in accordance with Clause 32.1 (Lenders' Indemnity), each such Lender shall pay to the Agent (for the account of the Fronting Bank) its L/C Proportion of any L/C Amount.
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Direct Participation. (a) If any Term Facility B Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 28.1(a) (Lenders' Indemnity) then that Term Facility B Lender will not be obliged to comply with Clause 28.1(a) (Lenders' Indemnity) and shall instead be deemed to have taken on the date any Letter of Credit is issued (or, if later, on the date that any Letter of Credit Proportion in respect of any Letter of Credit is transferred or assigned to such Term Facility B Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to that Term Facility B Lender's Letter of Credit Proportion of the Letter of Credit. (b) On receipt of demand by the Facility Agent in accordance with Clause 28.1(a) (Lenders' Indemnity), each such Term Facility B Lender shall pay to the Facility Agent (for the account of the Issuing Bank) its Letter of Credit Proportion of any Letter of Credit Amount. (c) If any Revolving Credit Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 28.1(b) (Lenders' Indemnity) then that Revolving Credit Facility Lender will not be obliged to comply with Clause 28.1(b) (Lenders' Indemnity) and shall instead be deemed to have taken on the date Subfacility is agreed, an undivided interest and participation in the Subfacility in an amount equal to that Revolving Credit Facility Lender's proportion of the Subfacility. (d) On receipt of demand by the Facility Agent in accordance with Clause 28.1(b) (Lenders' Indemnity), each such Revolving Credit Facility Lender shall pay to the Facility Agent (for the account of the Subfacility Bank) its proportion of the relevant Subfacility.
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Direct Participation. (a) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 28.1 (Lenders’ Indemnity) then that Lender will not be obliged to comply with Clause 28.1 (Lenders’ Indemnity) and shall instead be deemed to have taken: (i) in respect of a Letter of Credit, on the date such Letter of Credit is issued (or if later, on the date that L/C Proportion is transferred or assigned to such Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Letter of Credit in an amount equal to that Lender’s L/C Proportion of that Letter of Credit; and (ii) in respect of a Bank Guarantee, on the date such Bank Guarantee is issued (or if later, on the date that Guarantee Proportion is transferred or assigned to such Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Bank Guarantee in an amount equal to that Lender’s Guarantee Proportion of that Bank Guarantee. (b) On receipt of demand by the Agent in accordance with Clause 28.1 (Lenders’ Indemnity), each such Lender shall pay to the Agent (for the account of the Fronting Bank): (i) in respect of a Letter of Credit, its L/C Proportion of any L/C Amount; or (ii) in respect of a Bank Guarantee, its Guarantee Proportion of any Guarantee Amount.
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Direct Participation. If any Bank is not permitted (by its constitutional documents or any applicable law) to comply with Clause 35.1 (Banks' Indemnity in Respect of Letters of Credit) or Clause 35.2 (Banks' Indemnity in respect of Swingline Advances) then such Bank will not be obliged to comply with Clause 35.1 (Banks' Indemnity in Respect of Letters of Credit) or Clause 35.2 (Banks' Indemnity in respect of Swingline Advances) and shall instead be deemed to have taken, on the date such Letter of Credit is issued or, as the case may be, on the date such Swingline Advance is made (or if later, on the date such L/C Participation or, as the case may be, Swingline Participation is transferred or assigned to such Bank in accordance with the terms of this Agreement), an undivided interest and participation in such Letter of Credit or, as the case may be, Swingline Advance in an amount equal to such Bank's L/C Proportion of such Letter of Credit and such Bank's Swingline Proportion of such Swingline Advance. On receipt of a demand made by the Facility Agent in accordance with Clause 35.1 (Bank Indemnity in Respect of Letters of Credit) or Clause 35.2 (Banks' Indemnity in respect of Swingline Advances), each such Bank shall pay to the Facility Agent (for the account of the relevant Fronting Bank) its L/C Proportion of any L/C Amount (in the case of a Letter of Credit) and its Swingline Proportion of any Swingline Advance (in the case of a Swingline Advance).
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Direct Participation. 1. Full credit towards the MBE or WBE commitment may be received for the purchase price of materials and supplies if the materials and supplies are wholly consumed in the performance of a contract and: A. The MBE or WBE firm manufactures (i.e., fabricates from raw materials or substantially alters) the materials or supplies; or B. The contract or subcontract with the MBE or WBE firm calls for the firm to furnish and install the supplies or materials; or C. The MBE or WBE firm providing the materials or supplies performs some other Commercially Useful Function in the supply process (e.g., the MBE or WBE firm’s Area of Specialty, as stated on the letter of certification, is a wholesale/retail distributor of the materials or supplies in question). SMG, in its sole discretion, shall determine whether the MBE or WBE firm performs a Commercially Useful Function. 2. If the MBE or WBE subcontracts out any of its work: A. The full value of the portion of the work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals. B. None of the value of the work that an MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals. C. The fees or commissions charged for providing a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, may be counted toward the Contract Specific Goals, provided that the fee or commission is determined by SMG to be reasonable and not excessive as compared with fees customarily allowed for similar services.
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Direct Participation. Notwithstanding any other provision in these Bylaws, some or all of any or all classes and series of shares of the Company may be uncertificated. The Company may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for any required statements on certificates, and as may be required by applicable corporate securities laws, which system has been approved by the United States Securities and Exchange Commission. Any system so adopted shall not become effective as to issued and outstanding certificated securities until the certificates therefor have been surrendered to the Company.
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Direct Participation. 1. Full credit towards the MBE or WBE commitment may be received for the purchase price of materials and supplies if the materials and supplies are wholly consumed in the performance of a contract and: A. The MBE or WBE firm manufactures (i.e., fabricates from raw materials or substantially alters) the materials or supplies; or B. The contract or subcontract with the MBE or WBE firm calls for the firm to furnish and install the supplies or materials; or C. The MBE or WBE firm providing the materials or supplies performs some other Commercially Useful Function in the supply process (e.g., the MBE or WBE firm’s Area of Specialty, as stated on the letter of certification, is a wholesale/retail distributor of the materials or supplies in question). The Authority, in its sole discretion, shall determine whether the MBE or WBE firm performs a Commercially
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Related to Direct Participation

  • Company Participation Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • Public Participation 79. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. ' 50.

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • L/C Participations (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Notwithstanding the foregoing, in the event that a Letter of Credit is extended beyond the Revolving Termination Date in accordance with Section 3.1(a), the obligations of an L/C Participant that is not a Continuing Lender shall terminate on the Revolving Termination Date (without regard to such extension). (b) If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to an Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans. A certificate of an Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. (c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by an Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

  • Voluntary Participation The Grantee’s participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.