STRUCTURE AND PROCEDURES Clause Samples

The "Structure and Procedures" clause defines the organizational framework and operational processes that govern how parties interact and fulfill their obligations under an agreement. It typically outlines the roles and responsibilities of each party, the hierarchy or reporting lines, and the specific steps or protocols to be followed for decision-making, communication, or dispute resolution. By establishing clear guidelines for how the agreement will be managed and executed, this clause ensures consistency, reduces confusion, and helps prevent misunderstandings throughout the duration of the contract.
STRUCTURE AND PROCEDURES. Each carrier member of the Council shall be represented by one representative who shall be the member’s chief executive officer, managing director or other person at the highest management level of the carrier member or its heavy lift division (the member’s “Representative”). The Representative of any carrier member may be accompanied by one or more non-voting officers or directors of the carrier member.
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STRUCTURE AND PROCEDURES. 1. The Conference of Heads of State and Government (“the Conference”) shall be composed of Heads of State and Government of Nile Basin States. 2. The Conference shall establish its own rules and procedures.
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STRUCTURE AND PROCEDURES. 1. Sectoral Advisory Committees (“SACs”) may be established by the Council to deal with specific sectoral matters within the competence of the Commission. 2. Unless the Council decides otherwise, a SAC shall be composed of one member from each Nile Basin State who is an expert in the field of activity of the SAC in question. 3. SACs shall be governed by the rules and procedures applicable to the TAC, mutatis mutandis. 4. The Council may establish a SAC charged with establishing linkage between sub-basin organizations and the Commission.
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STRUCTURE AND PROCEDURES. 1. The Technical Advisory Committee (the “TAC”) shall be composed of two members from each Nile Basin State who shall be senior officials. Delegates may bring other experts to meetings of the TAC as necessary to deal with special questions. 2. The TAC may establish specialized Working Groups to deal with matters within its competence. 3. The TAC shall convene twice a year in regular session, and in special session if and as the Council, through its Chair, so requests. Unless otherwise decided, the venue for sessions shall be the headquarters of the Commission. 4. The TAC shall propose, for the approval of the Council, its own rules and procedures.
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STRUCTURE AND PROCEDURES. (a) Each carrier member of the Council shall be represented by one representative who shall be the member’s chief executive officer, managing director or other person at the highest management level of the carrier member or its heavy lift division (the member’s “Representative”). The Representative of any carrier member may be accompanied by one or more non-voting officers or directors of the carrier member. (b) An Executive Committee (“Committee”), consisting of not less than four (4) nor more than five (5) thirty-five percent (35%) of the Council’s carrier members shall be established to direct the affairs of the Council. Each member of the Executive Committee shall be elected by majority vote of the carrier members and shall hold office throughout the duration of this Agreement or for a term that may be established by the Council. The Committee shall schedule and arrange for Council meetings, establish the agenda for all meetings, and approve and arrange payment of any expenses under this Agreement. (c) A Chairman of the Executive Committee shall be elected by the vote of a majority of the Council. The Chairman may call meetings of the Council and Executive Committee, shall preside at such meetings, and shall represent the Council before Governmental and other bodies. (d) The Chairman shall nominate a Secretary, who is not required to be a Representative. Any nominated Secretary must be approved by a majority of the carrier members. The Secretary shall conduct correspondence on behalf of the Council, shall coordinate with legal counsel, shall keep minutes of meetings of the Council and Executive Committee, shall circulate minutes to carrier members, and shall file or delegate the filing of any minutes or other documents required by any governmental body. (e) The Council or Executive Committee may establish such other committees as it shall deem appropriate with jurisdiction over a trade or subject covered by this Agreement, with such duties and subject to such conditions as the Council or Executive Committee may specify. The members and chairman of each such committee shall be appointed by the Council, Executive Committee or Chairman. Subject to the foregoing, each committee may select a chairman and establish procedures for its meetings and activities. (f) Meetings of the Council and any committee shall be convened at the call of its chairman or a majority of its members, with appropriate notice as to time and location. It shall not be necessary to cir...
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STRUCTURE AND PROCEDURES. The Project Group will meet a minimum of quarterly. • Meetings of the Project Group will be chaired by each Competent Authority in turn. • Officer support and secretariat services will be provided by ▇▇▇▇▇▇▇ ▇▇▇▇▇ SAC Project Officer (as defined in the DIPs) when in post. • A minimum of 1 member of the Project Group will represent the group at the JSB meetings. • A quorum of 50% attendance plus one member will be required for decisions to be ratified. Where a decision is needed urgently, the incoming Chair has delegated authority to make the decision. This must then be reported to the next meeting for retrospective agreement. • Where a member of the Partnership has proposed a project outside the agreed DIPs that body is not entitled to vote on that item. • Voting rights are limited to the representatives of the Competent Authorities, one vote per full member authority. • The Cannock Chase SAC Project Officer will not be entitled to vote. • With the agreement of members of the Project Group, advisory members may be co- opted to represent a specific area of interest or issue of consideration.
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STRUCTURE AND PROCEDURES. Within [***] ([***]) days after the Effective Date, the Parties shall establish a joint commercialization committee (the “Joint Commercialization Committee” or the “JCC”), which shall be comprised of [***] from each Party, each with appropriate experience in the promotion of therapeutic products. In addition, the JCC may from time to time include additional non-voting, ad-hoc representatives from either Party on specific issues as the need arises; provided, however, that such representatives shall not vote or otherwise participate in the decision-making process of the JCC and are bound by obligations of confidentiality and non-disclosure equivalent to those set [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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STRUCTURE AND PROCEDURES 
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Related to STRUCTURE AND PROCEDURES

  • Policy and Procedures If the resident leaves the facility due to hospitalization or a therapeutic leave, the facility shall not be obligated to hold the resident’s bed available until his or her return, unless prior arrangements have been made for a bed hold pursuant to the facility’s “Bed Reservation Policy and Procedure” and pursuant to applicable law. In the absence of a bed hold, the resident is not guaranteed readmission unless the resident is eligible for Medicaid and requires the services provided by the facility. However, the resident may be placed in any appropriate bed in a semi-private room in the facility at the time of his or her return from hospitalization or therapeutic leave provided a bed is available and the resident’s admission is appropriate and meets the readmission requirements of the facility.

  • Rules and Procedures The Benefit Society By-Laws will be amended to provide for a 6th Director with three Directors appointed by the Unions and three Directors appointed by the Corporation.

  • Policies and Procedures i) The policies and procedures of the designated employer apply to the employee while working at both sites. ii) Only the designated employer shall have exclusive authority over the employee in regard to discipline, reporting to the College of Nurses of Ontario and/or investigations of family/resident complaints. iii) The designated employer will ensure that the employee is covered by WSIB at all times, regardless of worksite, while in the employ of either home. iv) The designated employer will ensure that the employee is covered by liability insurance at all times, regardless of worksite, while in the employ of either home. v) The designated employer shall have exclusive authority over the employee’s personnel files and health records. These files will be maintained on the site of the designated employer.

  • Endorsements and Procedures Company agrees to place on the backside of each Check processed for collection at the Bank through this Service a restrictively endorsement which reads “Mobile Deposit to Central Bank”, or words to that effect as satisfactory to Bank. Endorsements must be made on the back of the Check within 1&1/2 inches from the top edge, although Bank may accept endorsements outside this space. Any loss Bank incurs from a delay or processing error resulting from an irregular endorsement or other markings by Company will be Company’s responsibility. Bank may reject any Check payable to co-payees, even if Company is one of the payees listed on the face of the Check. Bank will consider, but is not obligated to accept, Check’s listing Company as one of the co-payees, provided a) the image of the Check presented to Bank under the Service contains the legible signature endorsement of all co-payees to the instrument, including Company; and b) contains a restrictive endorsement above the co-payees signatures which reads “Mobile Deposit to account of [Company’s full name]”. If Company is a sole proprietorship, Checks written as payable in the name of the individual owner of Company may be deposited to Company’s Account at Bank through this Service so long Checks are presented in compliance with the Service’s terms and conditions. Company agrees to comply with any and all other procedures and instructions for use of the Mobile Deposit Service as the Bank may establish from time to time, such as within any applicable Users Guide (the “Procedures”). Cut-off Times for Deposits: Deposits made via Mobile Deposit must be made before 7:00 PM Eastern Standard Time on a Business Day in order to be considered deposited same day. Deposits made after 7:00 PM Eastern Standard Time on a Business Day will be considered deposited the next Business Day. Receipt of Items: Bank reserves the right to reject any item transmitted through Mobile Deposit, at Bank’s discretion, without liability to Company. Bank shall not be responsible for items Bank does not receive or for Check images that are dropped during transmission. An image of an item shall be deemed received when Company receives a confirmation from Bank that we have received the image. Receipt of such confirmation does not mean the transmission was error free or complete. Processing and/or transmission errors can occur after Bank acknowledges receipt that may impact transaction completion. Following receipt of such confirmation, the Bank will process the image by preparing a “substitute check” or clearing the item as an image. Availability of Funds: Once deposited, subject to the cut-off time described above, our policy, in most cases, is to make funds from Company’s Check deposits available to Company on the second Business Day after the day Bank receives the Check in compliance with this Service, unless a different or longer time period is required under Company’s Account Rules and Regulations’ Funds Availability Policy or should Bank decide to apply a longer hold period due to Company’s history of repeated overdrafts or grounds that Bank reasonably believes affects the ultimate collectability of the Check. In all cases, Company will receive full availability of the funds memorialized in Checks accepted by Bank under this Service by the seventh Business Day after Bank accepts the Check for deposit. If Company’s Account has been open 30 days or less, however, Company may not receive full availability until the ninth Business Day after the day of deposit. Disposal of Transmitted Items: After Company receive confirmation that Bank has received and accepted an image of a Check under this Service, and once Company receive full credit for the Check as manifested in Company’s Account balance as communicated by Bank, Company must and shall prominently marking the original Check “VOID” and then destroying that same Check by cross-cut shredding or another commercially acceptable means of destruction. Destroying the Check prevents it from being presented for deposit another time. After destruction of the original Check, the image will be the sole evidence of the original instrument. Company agree that Company will never re-present the original check, nor give the original Check to anyone else for any purpose other than its destruction.

  • Notice and Procedures If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.