Making the Standard of Conduct Determination The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination under Section 8(b) shall not have made a determination within thirty days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.
Responding to the Contractor’s requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner-provided information, Contractor-prepared coordination drawings, or prior Project correspondence or documentation;
CONSIDERING That at the Santa ▇▇▇▇ Summit of the Americas meeting of Heads of State in 1996, the Inter-American Biodiversity Information Network (hereinafter “IABIN”) was created with the objective of providing a networking information infrastructure (such as standards and protocols) and biodiversity information content required by the countries of the Americas to improve decision-making, particularly for issues at the interface of human development and biodiversity conservation; That through IABIN, access will be made available to scientific information currently scattered throughout the world in different institutions, such as government organizations, museums, botanical gardens, universities, and nongovernmental organizations (NGOs); That in order to fund the building of IABIN, GS/OAS and the International Bank for Reconstruction and Development (hereinafter the Bank) acting as an Implementing Agency of the Global Environment Facility (hereinafter the GEF) Trust Fund, approved the GEF Trust Fund Grant Agreement effective on October 4, 2004, as amended on February 10, 2006, June 26 2006, and December 19 2008 with GS/OAS (Annex 1 hereto) in an amount equal to US$6,000,000 (”Master Agreement”); That Article III of the Master Agreement provides that GS/OAS shall enter into sub-project agreements with “Eligible Institutions” to carry out certain project tasks and functions , and the Institution has been designated an “Eligible Institution” under the terms of that Agreement; and That GS/OAS is the central and permanent organ of the Organization of American States and is authorized to carry out relations of cooperation in accordance with Article 112(h) of the Charter and OAS General Assembly Resolution AG/RES. 57 (I- O/71); ARTICLE I OBJECTIVE
REMARKS Instructions for Contractor Performance Report (CPR):
Decisions The General Assembly shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Executive Board shall also be considered and decided upon by the General Assembly. The following decisions shall be taken by the General Assembly: Content, finances and intellectual property rights - Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority - Changes to the Consortium Plan - Modifications to Attachment 1 (Background Included) - Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.2.2) - Additions to Attachment 4 (Identified Affiliated Entities)] Evolution of the consortium - Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party - Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal - Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement - Declaration of a Party to be a Defaulting Party The identification of the breach is a first step in accordance with the procedure in 4.2 before declaring a Party as a Defaulting Party. - Remedies to be performed by a Defaulting Party - Termination of a Defaulting Party’s participation in the consortium and measures relating thereto - Proposal to the Funding Authority for a change of the Coordinator - Proposal to the Funding Authority for suspension of all or part of the Project - Proposal to the Funding Authority for termination of the Project and the Consortium Agreement Appointments On the basis of the Grant Agreement, the appointment if necessary of: - Executive Board Members