MODUS OPERANDI Sample Clauses

MODUS OPERANDI. 1. The Company is incorporated under the laws of the Republic of Indonesia and domiciled in Indonesia, and shall be subject to the laws and the jurisdiction of courts in Indonesia which normally have jurisdiction over corporations doing business or incorporated therein. The Company shall maintain in Jakarta a principal office for receipt of any notification or other official or legal communication. 2. The Company contemplates a program for the Enterprise, divided into five periods: i) the "General Survey Period"; ii) the "Exploration Period"; iii) the "Feasibility Studies Period"; iv) the "Construction Period"; and v) the "Operating Period";, as such terms are defined in this Agreement. It is understood that different parts of the Contract Area may be treated as separate projects which become subject to different provisions of this Agreement at different times because of the different periods of activities applicable to the individual Exploration and Mining Areas. 3. The Company may contract for necessary technical, management and administrative services, provided that it shall not be released from any of its obligations hereunder. In the event that such services are contracted from Affiliates, such services shall be obtained only at a charge not more than a non-affiliated party with equivalent qualifications to perform such services would charge for provision of such services to equivalent standards. All such charges should be fair and reasonable and accounted for in accordance with generally accepted accounting principles consistently applied. The Company shall produce on request by the Department evidence verifying all such charges. 4. The Company undertakes to conduct all activities hereunder in the manner and subject to the conditions of Article 2 of this Agreement and to continue such activities, during the General Survey, Exploration, Feasibility Study and Construction Periods of this Agreement without suspension or interruption of all of the Company's activities, subject to Article 19 and Article 22, during the term of this Agreement, provided that such activities may be interrupted or suspended with the concurrence of the Department. Any such suspension or interruption of all of the Company's activities with the concurrence of the Department shall extend the time periods otherwise applicable with respect to any of the affected Periods specified in this Agreement. If such interruption or suspension of all of the Company's activities continues for m...
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MODUS OPERANDI. 3.1 Each Party will nominate one focal point as identified in Article 5, they will be the liaison point and ensure good communication between both parties. 3.2 An annual planning meeting, to involve relevant staff and members from both Parties, will be organized each year of this MoU to discuss future priorities, activities and review previous and ongoing activities. 3.3 An annual plan of work, with agreed budget, roles and responsibilities will be developed and agreed as an output of the annual meeting. 3.4 Both Parties commit to having regular update meetings between the Parties’ representatives and other staff as needed.
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MODUS OPERANDI. The aggregate amount available for any Accommodation under the Facility at any time shall be the lower of the (i) Facility Maximum Amount (as reduced from time to time by Accommodations disbursed or to be disbursed hereunder) and the (ii) Borrowing Base Available Amount (as defined below). The borrowing base available amount (the "Borrowing Base Available Amount") shall be equal to the aggregate expressed in US Dollars equivalent of the following assets:
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MODUS OPERANDI. 2.1. The Project will have two stages, the Preliminary Stage and the Grand Finale Stage respectively. Each participating institution will provide their representative group (theatre/performing Arts students) to compete with their counterparts from other institutions 2.2. The competition will run for a period of 6 weeks, beginning with the Preliminary Stage, which will hold in the four main regions of the country (NORTH, WEST, EAST AND SOUTH) for a period of 4weeks, in which a week will be dedicated to each regional competition. Afterward, there will be a week break for the regional winners and the organizers to prepare for the Grand Finale, which run for a week in Lagos. Both stages will run be televised through selected satellite and terrestrial entertainment media/television stations with wide coverage 2.3. The welfare and camping of participating tertiary institutions at the Preliminary and Grand Finale stages will be provided for by the Organizers/Sponsors of this novel Program.
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MODUS OPERANDI. Where distinctive, necessary and relevant the Modus Operandi and details of vehicles used to commit specific offences may also be disclosed. • Banned from premises. The police can only disclose personal data to achieve a clear and specific policing purpose and therefore information that is relevant and necessary to support the enforcement of court issued exclusion, or other such order, can also be disclosed. However, the police have no legal power to disclose personal information to assist partners to ban persons from premises in any other circumstances. • General intelligence or previous convictions will not be disclosed under the terms of this agreement. Each partner should nominate a role that will be responsible for authorising the disclosure of personal data. For example, for the Constabulary, all disclosures must be approved by an officer of at least the rank of an Inspector, who will decide if the information is reliable, accurate, can be corroborated and is relevant to disclose in the specific circumstances. Each partner should identify a post holder(s) to be responsible on a day-to-day basis for the data exchange. This person will also be responsible for the accuracy of any data exchanged. Each partner should hold an up-to-date list of contact details. Personal information must only be disclosed to the nominated person(s) through a secure route i.e. not via e-mail or fax. Details of the disclosure must be recorded in the audit trail. The nominated person(s) will be xxxx at CSAS Organisation Each partner must ensure that they follow their organisational policies when disclosing personal data e.g. an Information Security and/or Data Protection policy(s). If hard copy photographs are exchanged they should only be released against signature. Photographs of persons will be supplied to members of the scheme if they meet the following criteria. • That the person has two relevant convictions in the last three years. (Relevant conviction includes Theft Act, Public Order Act, Harassment Act offences and offences where an assault is involved. These offences have to be relevant to the location where the scheme takes place i.e. shoplifting. Domestic violence would be an example which is unlikely to be relevant. • Person is a persistent offender / trouble maker in the area where the scheme operates and has been identified as such by the local beat manager(s) in consultation with the NPT Sergeant. • Person subject of Criminal Behaviour Order (CBO) where evidence...
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MODUS OPERANDI. Council shall operate through the International Meeting of Heads of Employers’ (Entrepreneurs’) Member Organizations (hereinafter referred to as the Meeting). The Meetings may be hosted in turn by the home countries of the employers’ (entrepreneurs’) organizations. The venues of the Meetings shall be decided on during preliminary consultations between the Council members; a member organization may suggest its home country as the Meeting venue. The Council shall elect the Council Chair. The Council Chair shall - chair the Meeting; - secure intersessional cooperation between the Council members; - coordinate issues placed on the Meeting’s agenda and secure their information and organization support. Decisions in the form of recommendations, proposals and addresses shall be reached by consensus within the Meeting. The Council members shall contribute proposals as to the timing and agenda contents of each regular session of the Meeting. The Council members may also request unscheduled issues be placed on the agenda of the Meeting. The Council members may hold bi- and multilateral consultations to discuss issues of mutual interest within the framework of the Council. The Meeting may set up commissions and task forces to draw up proposals, recommendations and addresses to be considered by the Meeting.
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MODUS OPERANDI. 1. The Company is a corporation incorporated under the laws of the Republic of Indonesia and shall be domiciled in Indonesia and subject to the laws and the jurisdiction of courts in Indonesia which normally have jurisdiction over corporations. The Company shall maintain in Jakarta a principal office for receipt of any notification or other official and legal communication. 2. The Company contemplates a program for the Enterprise commencing with a General Survey of the Contract Area followed by Exploration on selected areas. The total program will be divided into five periods or stages hereinafter referred to as “General Survey Period”, “Exploration Period”, “Feasibility Studies Period”, “Construction Period” and “Operating Period”, respectively as further defined in the following Articles hereof. 3. The Company may contract for necessary technical, management and administrative services, provided that it shall not be released from any of its obligations hereunder. In the event that such services are contracted from Affiliates, such services will be obtained only at a charge not more than a non-affiliated party with equivalent qualifications to perform such services would charge for provision of such services to equivalent standards. All such charges should be fair and reasonable and accounted for in accordance with generally accepted accounting principles consistently applied. The Company shall produce on request by the Ministry evidence verifying all such charges. 4. The Company undertakes to conduct all activities hereunder in the manner and subject to the conditions of Article 2 and to continue such activities without interruption subject to Article 19 and Article 22, during the term of this Agreement, provided that such activities may be interrupted or suspended with the concurrence of the Government. Any such interruption or suspension shall not affect the mutual rights and obligations of the Parties hereto under this Agreement.
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MODUS OPERANDI. As soon as the organisations involved and the host country sign the agreement on the Centre, the parties will draw up a quarterly programme of activities in Beirut, Lebanon, defining actions to be undertaken and missions to be carried out. Each party will act under its own responsibility and will inform the Secretariat of the GF-TADs Regional Steering Committee. The members of the Centre undertake to share all relevant information concerning the fulfilment of their joint mission. The OIE Regional Representation for the Middle East will provide the Permanent Secretariat for the Centre and will report to the GF-TADs’ Steering Committee. As appropriate, the Parties shall meet for the purposes of this Agreement.
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MODUS OPERANDI 
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Related to MODUS OPERANDI

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  • Commencement of Operations The Partnership shall not begin operations on its Leases unless the Managing General Partner is satisfied that necessary title requirements have been satisfied.

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to: (i) (A) amend its articles of incorporation or code of regulations (or comparable governing documents) (other than immaterial amendments to the governing documents of any wholly owned Subsidiary of the Company that would not prevent, materially delay or materially impair the Merger or the other transactions contemplated by this Agreement), (B) split, combine, subdivide or reclassify its outstanding shares of capital stock (except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction), (C) declare, set aside or pay any dividend or distribution payable in cash, stock or property (or any combination thereof) in respect of any shares of its capital stock (except for (1) any dividends or distributions paid by a direct or indirect wholly owned Subsidiary of the Company to another direct or indirect wholly owned Subsidiary of the Company or to the Company or (2) other than normal quarterly cash dividends on the Company’s Shares as described in Section 6.1(a)(i)(C) of the Company Disclosure Letter), (D) enter into any agreement with respect to the voting of its capital stock or (E) purchase, repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock (other than (1) pursuant to the cashless exercise of Company Options or the forfeiture of, or withholding of Taxes with respect to, Company Options, Company Restricted Stock Units or Company Performance Stock Units in connection with any Taxable event related to such awards, in each case in accordance with past practice and with the terms of the applicable Company Stock Plan as in effect on the date of this Agreement (or as modified after the date of this Agreement in accordance with the terms of this Agreement) or (2) purchases, repurchases, redemptions or other acquisitions of securities of any wholly owned Subsidiary of the Company by the Company or any other wholly owned Subsidiary of the Company); (ii) merge or consolidate with any other Person, or restructure, reorganize or completely or partially liquidate (other than mergers among, or the restructuring, reorganization or liquidation of any wholly owned Subsidiaries of the Company that would not (x) prevent, materially delay or materially impair the Merger or the other transactions contemplated by this Agreement or (y) reasonably be expected to result in any significant Tax liability); (iii) except as expressly contemplated by the terms of this Agreement, as expressly disclosed in Section 6.1(a)(iii) of the Company Disclosure Letter or as required by applicable Law or by the terms of any Company Plan listed on Section 5.1(h)(i) of the Company Disclosure Letter or any CBA, in either case as in effect on the date hereof (or as modified after the date of this Agreement in accordance with the terms of this Agreement): (A) increase the compensation or benefits payable to any director or named executive officers as identified in the Company’s proxy statement for the 2017 annual meeting of stockholders (collectively, the “Senior Executives”) of the Company, increase the compensation or benefits payable to any employee or individual consultant of the Company or any of its Subsidiaries, or make any loans to, any director, officer, employee or individual consultant of the Company or any of its Subsidiaries; (B) grant any new equity-based awards, or amend or modify the terms or accelerate the vesting of any such outstanding awards (except for any acceleration of any Company Option, Company Performance Stock Unit and Company Restricted Stock Unit in connection with the cessation of any Person’s employment with the Company or any of its Subsidiaries (other than any Senior Executive) to the extent that such acceleration is consistent with past practice), under any Company Plan; (C) amend any severance plan or agreement as in effect on the date hereof or waive or release any restrictive covenants thereunder; (D) make any change to any Company Pension Plan or any Company Plan that is an “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) that would materially increase the costs to the Company or any of its Subsidiaries in respect of such Company Plan; (E) establish, adopt, or enter into any new arrangement that would be a Company Plan if in effect on the date hereof, other than individual separation and release agreements entered into in connection with ordinary-course terminations on terms consistent with the severance arrangements listed on Section 5.1(h)(i) of the Company Disclosure Schedule; (F) accelerate the payment of non-equity related compensation or benefits to any director, officer, employee, consultant or individual service provider, except as required (without discretion) pursuant to the terms of the Company Plans; (G) hire any new officer, employee, consultant or individual service provider (provided that the Company shall be permitted to (x) hire employees, consultants or other individual service providers with an aggregate annual base compensation and target incentive opportunity below $350,000 in the ordinary course of business consistent with past practice, or (y) engage individual or entity service providers with an aggregate annual base compensation and target incentive opportunity below $350,000 in the ordinary course of business consistent with past practice to fill positions that are open as of the date hereof or that become open following the date hereof to the extent reasonably necessary as determined by the Company in its sole discretion to maintain the Company’s core business); or (H) terminate any employee or officer of the Company or any of its Subsidiaries at level B7 or higher other than for cause (as determined in the ordinary course of business consistent with past practice); (iv) incur or guarantee any Indebtedness or issue any warrants or other rights to acquire any Indebtedness, except (A) in the ordinary course of business consistent with past practice, borrowings under the Company’s revolving credit facility as in effect as of the date hereof, (B) inter-company Indebtedness among the Company and its wholly owned Subsidiaries, (C) commercial paper issued in the ordinary course of business and (D) (i) to the extent not drawn upon and payments are not triggered thereby, letters of credit, bank guarantees, security or performance bonds or similar credit support instruments and (ii) overdraft facilities or cash management programs, in the case of each of clauses (i) and (ii), issued, made or entered into in the ordinary course of business; (v) make or commit to any capital expenditures other than (A) in connection with the repair or replacement of facilities, properties or assets destroyed or damaged due to casualty or accident or (B) in the ordinary course of business consistent with past practice and which do not exceed during either the 2017 fiscal year or the 2018 fiscal year one hundred and five percent (105%) of the amounts reflected in the Company’s capital expenditure budget for 2017, a copy of which was previously provided to Parent; (vi) transfer, lease, license, sell, assign, let lapse, abandon, cancel, mortgage, pledge, place a Lien (other than a Permitted Lien) upon or otherwise dispose of any Intellectual Property; provided that this clause (vi) shall not restrict (A) any of the foregoing that occur in the ordinary course of business or, to the extent applicable, among the Company and its Subsidiaries, (B) the granting of any licenses of Intellectual Property in the ordinary course consistent with past practice or (C) transfers, leases, sales, assignments, lapses, abandonments, cancellations, mortgages, pledges, Liens, or other dispositions of Intellectual Property (other than licenses) with a fair market value less than $10,000,000 in the aggregate for all such actions; (vii) other than in the ordinary course of business consistent with past practice, transfer, lease, license, sell, assign, let lapse, abandon, cancel, mortgage, pledge, place a Lien upon or otherwise dispose of any properties or assets (including capital stock of any of its Subsidiaries but not including any Intellectual Property, which is governed by Section 6.1(a)(vi) with a fair market value in excess of $5,000,000 individually or $12,500,000 in the aggregate (other than transactions among the Company and its wholly owned Subsidiaries); (viii) issue, deliver, sell, grant, transfer, or encumber, or authorize the issuance, delivery, sale, grant, transfer or encumbrance of, any shares of its capital stock or any securities convertible or exchangeable into or exercisable for, or any options, warrants or other rights to acquire, any such shares, except (A) for any Shares issued pursuant to Company Options, Company Restricted Stock Units and Company Performance Stock Units outstanding on the date of this Agreement in accordance with the existing terms of such awards and the Company Stock Plans, or (B) by wholly owned Subsidiaries to the Company or to any other wholly owned Subsidiary of the Company; (ix) spend or commit to spend in excess of $5,000,000 individually or $12,500,000 in the aggregate to acquire any business or businesses or to acquire assets or other property, whether by merger, consolidation, purchase of property or assets or otherwise (valuing any non-cash consideration at its fair market value as of the date of the agreement for such acquisition); provided that neither the Company nor any of its Subsidiaries shall make any acquisition that would, or would reasonably be likely to, prevent, delay or impair the Company’s ability to consummate the transactions contemplated by this Agreement; provided, further that nothing in this Section 6.1(a)(ix) shall restrict the ability of the Company to invest additional funds in any existing asset of the Company to offset any dilution in the Company’s existing interest in such asset; (x) make any material change with respect to its financial accounting policies or procedures, except as required by changes in GAAP (or any interpretation thereof) or by applicable Law; (xi) except as required by applicable Law, (A) make, change or revoke any material Tax election or take any material position on any material Tax Return filed on or after the date of this Agreement, in each case that is inconsistent with elections made or positions taken in preparing or filing similar Tax Returns in prior periods, except in each case as a result of, or in response to, any change in U.S. federal Tax Laws or regulations or administrative guidance promulgated or issued thereunder, (B) change any Tax accounting period or any material method of Tax accounting, (C) amend any material Tax Return, (D) settle or resolve any material Tax liability or any Tax audit or controversy with respect to a material amount of Taxes, (E) surrender any right to claim a material refund of Taxes, (F) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any of its Subsidiaries, other than any extension pursuant to an extension of time to file any Tax Return or (G) enter into any closing agreement or similar agreement with any Tax authority in respect of Taxes; (xii) (A) enter into any new line of business other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the date of this Agreement or (B) conduct a line of business of the Company or any of its Subsidiaries in any geographic area where it has never previously conducted business prior to the date of this Agreement; (xiii) make any loans, advances or capital contributions to, or investments in, any Person (other than loans, advances or capital contributions to the Company or any direct or indirect wholly owned Subsidiary of the Company); (xiv) (A) amend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with the terms thereof) any Material Contract or waive, release or assign any material rights, claims or benefits under any Material Contract, other than any amendment, modification, termination, waiver, release or assignment (x) as required by Law, (y) pursuant to “most favored nation” offers made prior to the date of this Agreement or (z) in the ordinary course of business; provided that in no event shall the Company or its Subsidiaries amend or modify a Contract in which the packaging or rate terms would materially impact meeting the Company’s business plan, (B) enter into any Contract that would have been a Material Contract had it been entered into prior to the date of this Agreement unless it is on terms substantially consistent with, or on terms more favorable to the Company and/or its Subsidiaries (and to Parent and its Subsidiaries following the Closing) than a contract it is replacing; provided that in no event shall the Company or its Subsidiaries enter into a Contract in which the packaging or rate terms would materially impact meeting the Company’s business plan or (C) without restricting any action that is permissible in accordance with clauses (A) or (B) hereof, make any concession, or offer to make any concession, under any Material Contract except for (x) annual “most favored nation” offers made in the ordinary course of business consistent with past practice in connection with new issues arising after March 2017 or (y) mutual “clean slate” releases with distributors; provided that the foregoing shall not prohibit or restrict the ability of the Company or its Subsidiaries to take any action described in this Section 6.1(a)(xiv) in the ordinary course of business with respect to Material Contracts between the Company and/or one or more of its wholly owned Subsidiaries; provided, further that for the avoidance of doubt, this Section 6.1(a)(xiv) shall not prohibit or restrict any Company Plans; (xv) settle any action, suit, case, litigation, claim, hearing, arbitration, investigation or other proceedings before or threatened to be brought before a Governmental Entity, or pay, discharge, settle or waive any material liability, other than settlements (A) if the amount of any such settlement is not in excess of $500,000 individually or $2,000,000 in the aggregate; provided that such settlements are solely for money damages (and confidentiality and other similar customary provisions that would not reasonably be expected to place any material restrictions on the

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