Operating Matters Clause Samples
The 'Operating Matters' clause defines the rules and procedures governing the day-to-day operations of a business or joint venture. It typically outlines responsibilities such as decision-making authority, management duties, and operational protocols, and may specify how routine and extraordinary matters are handled. By clearly delineating operational roles and processes, this clause helps prevent misunderstandings and disputes, ensuring smooth and efficient management of the entity.
Operating Matters. The Initial Stockholders shall have agreed ----------------- upon the Budget for fiscal year 1998, subject to such variations as may be approved by the Board of Directors from time to time and the [*] contemplated under [*].
Operating Matters. Any transaction between the Company or any of its affiliates, on the one hand, and any other affiliates of any the officers, directors and controlling persons of the Company shall be on terms and conditions that are no less favorable to the Company, or any of its affiliates that the terms and conditions that would be available in dealings with independent third parties.
Operating Matters. (i) Section 3.13(a)(i) of the Sellers' Disclosure Letter sets forth as of March 31, 2001 for each of the Operating Divisions with respect to Residential/Commercial Customers receiving deliveries of home heating oil, the number of Active Customers, the number of customers on its automatic delivery system and the number of Active Customers which are Fixed Price Customers and Capped Price Customers.
(ii) Section 3.13(a)(ii) of the Sellers' Disclosure Letter sets forth the posted price for each Operating Division on the first day of each month for the 12 month period ending March 31, 2001.
(iii) Section 3.13(a)(iii) of the Sellers' Disclosure Letter sets forth as of March 31, 2001 and for the 12 months then ended for each of the Operating Divisions, with respect to Customers receiving deliveries of propane, the total gallons of propane sold, the Net Dollar Sales, the number of Active Customers and the number of Customers on its automatic delivery system.
(iv) Section 3.13(a)(iv) of the Sellers' Disclosure Letter sets forth certain information concerning account gain (loss) for the Customers by Operating Division.
(v) Section 3.13(a)(v) of the Sellers' Disclosure Letter sets forth for each Regional Division the volumes of home heating oil sold by the Companies and their Subsidiaries to Wholesale Customers in the 12 months ended March 31, 2001 together with associated Net Dollar Sales and Cost of Product and the number of Active Wholesale Customers on March 31, 2001.
(vi) Section 3.13(a)(vi) of the Sellers' Disclosure Letter sets forth for each Regional Division the volumes of home heating oil and other products sold by the Companies and their Subsidiaries to Bid/COD/Other Customers in the 12 months ended March 31, 2001 with associated Net Dollar Sales and Cost of Product and the number of Active Bid/COD/Other Customers on March 31, 2001.
(vii) Section 3.13(a)(vii) of the Sellers' Disclosure Letter sets forth for each of the Regional Divisions for the 12 months ended March 31, 2001, its Net Dollar Sales for service contracts, parts and labor and installations.
(i) Section 3.13(b)(i) of the Sellers' Disclosure Letter sets forth the total gallons of home heating oil sold by each of the Operating Divisions for fiscal 1999, fiscal 2000 and for the 12 months period ended March 31, 2001.
(ii) Section 3.13(b)(ii) of the Sellers' Disclosure Letter sets forth (a) home heating oil volumes and Net Dollar Sales for gallons sold to Fixed Price Customers and Capped Price Cust...
Operating Matters. Any transaction between the Company or any of its affiliates, on the one hand, and any other affiliates of any the officers, directors and controlling persons of the Company shall be on terms and conditions that are no less favorable to the Company, or any of its affiliates that the terms and conditions that would be available in dealings with independent third parties. Biofield Corporation Page Four March 23, 2004
Operating Matters. (a) (i) Section 3.13(a)(i) of the Sellers’ Disclosure Letter sets forth as of April 15, 2010 for each of the Operating Divisions the following information relating to Customers which purchase #2 heating oil: Customer Classification # of Active Customers # of Customers on Sellers Automatic Delivery System Fixed Price # of Customers # of Capped Price Customers *Residential Heat USA *Not including Heat USA.
Operating Matters. Prior to Closing, the Company will furnish to Purchaser copies of the form of members agreement and sanctioning agreement pertaining to the above matters.
Operating Matters. As soon as the appropriate candidates are identified utilizing the Company's best efforts, the Company shall hire a President/Chief Operating Officer for First American Railways, Inc. as well as a new Director of Sales and Marketing for the Florida Fun-Train Division. Further, the Company shall immediately make available one seat on its Board of Directors to a representative of the investor group in the Financing. In addition, the Company shall make an additional seat on its Board of Directors available at its next shareholders meeting currently scheduled for June 1998 to an additional representative of the investor group.
Operating Matters any material change in the line of business of the Company and its Subsidiaries (which shall initially be a health care information technology company) or the entry into any new material line of business by the Company and its Subsidiaries;
Operating Matters. (a) ▇▇▇▇▇▇, at its own expense and in accordance with the Specifications provided by PWVI, shall manufacture the Systems at a facility owned by it or by a manufacturing contractor in the Territory; provided, however, that the manufacturing contractor, facility, quality standards and costs shall be subject to PWVI’s approval, which shall not be unreasonably withheld.
(b) ▇▇▇▇▇▇ shall be solely responsible for all warranty claims relating to Systems sold in the Territory.
(c) During the Term of the Agreement, ▇▇▇▇▇▇ shall use its commercially reasonable best efforts to achieve maximum market penetration for the Systems in the Territory. ▇▇▇▇▇▇ shall participate in trade shows and exhibitions, perform demonstrations of the Systems, purchase advertising and otherwise take appropriate steps to promote and market the Systems. Within 30 days following the end of each calendar quarter, ▇▇▇▇▇▇ shall provide to PWVI a written report, in reasonable detail, summarizing ▇▇▇▇▇▇’▇ activities during the quarter.
(d) PWVI shall provide to ▇▇▇▇▇▇ at no charge:
(i) Such technical support via email and telephone in the English language as ▇▇▇▇▇▇ may reasonably request for manufacture, installation and operation of the Systems.
(ii) Such promotional and advertising materials, e.g., brochures, DVDs, videos, graphics, etc., in sample or camera-ready form, as PWVI may have available and ▇▇▇▇▇▇ may reasonably request.
(e) ▇▇▇▇▇▇ shall manufacture the Systems in accordance with the Specifications for the Systems provided by PWVI from time to time and in accordance with such additional reasonable directives and instructions as may be provided by PWVI.
(f) ▇▇▇▇▇▇ has installed the initial System sold by PWVI to ▇▇▇▇▇▇ at Autonational B.V. in The Netherlands (the “Initial Location”) and will not move the Initial System to another location without PWVI’s prior written consent, which shall not be unreasonably withheld. ▇▇▇▇▇▇ shall take all commercially reasonable steps required to prevent reverse engineering of the Systems and to otherwise protect the PWVI Intellectual Property. Among other things, ▇▇▇▇▇▇ shall require each potential customer to disclose in writing where it intends to install each System to be purchased, and this location must be approved by PWVI (which approval shall not be unreasonably withheld) before ▇▇▇▇▇▇ executes a sale contract. Each contract for sale of a System shall require the purchaser to maintain the System at the pre-approved location unless a new locati...
Operating Matters. (a) MidCon shall establish and maintain its principal business and operating office at 5▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, until such time as such principal office may be changed by the Operator under the Operating Agreement, or if Knight is no longer serving as Operator under the Operating Agreement, by the Board of Directors of MidCon.
(b) The Operating Agreement shall provide that promptly following request by any Principal or any Investor to the Operator, for purposes of determining whether a proposed transfer would be to a customer, the Operator shall provide such Principal or Investor with a copy of the then-current list of customers of NGPL and any other Subsidiary of MidCon that owns or operates a natural gas pipeline in North America. Such Principal or Investor is entitled to rely on the contents of such customer list (for a period of 6 months) for purposes of compliance with the terms of Sections 3 and 4 hereto relating to transfers to or ownership by customers and shall have no liability under this Agreement for any breach of such terms of Sections 3 and 4 hereto resulting from such reliance. Such Principal or Investor will keep such customer list confidential and shall only use it for the purposes provided in this Section 7(b).