Claims Procedures. A Participant may appeal to the Committee, in writing, any decision or action which the Participant believes adversely affects him in accordance with the Claims Procedure attached as [Exhibit A].
Claims Procedures. Any Participant, former Participant or Beneficiary may file a written claim with the Administrative Committee setting forth the nature of the benefit claimed, the amount thereof, and the basis for claiming entitlement to such benefit. The Administrative Committee shall determine the validity of the claim and communicate a decision to the claimant promptly and, in any event, not later than ninety (90) days after the date of the claim. The claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within such ninety (90) day period. If additional information is necessary to make a determination on a claim, the claimant shall be advised of the need for such additional information within forty-five (45) days after the date of the claim. The claimant shall have up to one hundred and eighty (180) days to supplement the claim information, and the claimant shall be advised of the decision on the claim within forty-five (45) days after the earlier of the date the supplemental information is supplied or the end of the one hundred and eighty (180) day period. Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant # the specific reason or reasons for the denial, # specific reference to any provisions of the Plan (including any internal rules, guidelines, protocols, criteria, etc.) on which the denial is based, # description of any additional material or information that is necessary to process the claim, and # an explanation of the procedure for further reviewing the denial of the claim and shall include an explanation of the claimant’s right to bring a civil action under ERISA [Section 502(a)] in the event of an adverse determination on review.
Claims Procedures. As to any claims falling within the scope of the foregoing indemnifications: # each party agrees promptly to notify the other of and keep the other fully advised with respect to such claims and the progress of any suits in which the other party is not participating; # each party will have the right to assume, at its sole expense, the defense of a claim or suit made or filed against the other party; # each party will have the right to participate, at its sole expense, in any suit instituted against it and to approve any attorneys selected by the other party to defend it, which approval will not be unreasonably withheld or delayed; and # a party assuming the defense of a claim or suit against the other party will not settle such claim or suit without the prior written approval of the other party, which such approval will not be unreasonably withheld or delayed.
Claims Procedures Mandatory. The internal claims procedures set forth in this [Section 12.01] are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this [Section 12.01], the denial of the Claim shall become final and binding on all persons for all purposes.
Procedures for Claims. A Participant or Beneficiary (the “Claimant”) shall have the right to request any benefit under the Plan by filing a written claim for any such benefit with the Named Fiduciary on a form provided or approved by the Named Fiduciary for such purpose. The Named Fiduciary (or a claims fiduciary appointed by the Named Fiduciary) shall give such claim due consideration and shall either approve or deny it in whole or in part. The following procedure shall apply:
Procedures. Notwithstanding any provision in this Agreement to the contrary, any termination of employment by the Executive will not be for Good Reason unless: # Executive delivers written notice to the Company, in accordance with Section 9 below, of the initial existence of the condition which the Executive believes constitutes Good Reason within ninety (90) days of the initial existence of such condition, and which notice specifically identifies such condition, # the Company fails to cure such condition within thirty (30) days after the date the Company receives such notice (the “Cure Period”), and # the Executive actually terminates Executive’s employment within sixty (60) days after the expiration of the Cure Period and before the Company cures such condition. If the Executive terminates Executive’s employment before the expiration of the Cure Period or after the Company remedies the condition (even if after the end of the Cure Period), then the Executive’s termination of employment will not be considered to be for Good Reason.
Procedures. To the extent necessary to comply with the performance-based compensation provisions of Code [Section 162(m)], with respect to any Award granted subject to Performance Goals, within the first twenty-five percent (25%) of the Performance Period, but in no event more than ninety (90) days following the commencement of any Performance Period (or such other time as may be required or permitted by Code [Section 162(m)]), the Administrator will, in writing, # designate one or more Participants to whom an Award will be made, # select the Performance Goals applicable to the Performance Period, # establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and # specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award for a Performance Period only if the Performance Goals for such period are achieved.
Procedures. All determinations required to be made under this Section 5, and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP or such other certified public accounting firm as may be designated by the Executive and reasonably acceptable to the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive may appoint another nationally recognized accounting firm and reasonably acceptable to the Company to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.
Procedures. Without limiting the foregoing, if the Party having the right to initiate an Infringement Action under this Section 9.5.2 (Infringement Actions against Infringements by Third Parties) (the “Initiating Party”) desires to initiate such Infringement Action but may not do so due to Applicable Law or regulation (even as the assignee or exclusive licensee of such infringed Patent Right), then such Initiating Party may require that the other Party join as a named party in such action at the Initiating Party’s sole cost and expense. The Initiating Party will take the lead in the control and conduct of any such Infringement Action under Section 9.5.2 (Infringement Actions for Infringements by Third Parties) and will keep the other Party reasonably informed of any such Infringement Action, and the other Party will reasonably assist the Initiating Party in any such Infringement Action under Section 9.5.2 (Infringement Actions for Infringements by Third Parties) at the Initiating Party’s expense. In no event may the Initiating Party settle any such Infringement Action in a manner that would limit the rights of the other Party or impose any obligation on the other Party, in each case, without the other Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed.
Procedures. The Indemnified parties agree to provide LICENSEE with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought under this Agreement. LICENSEE agrees, at its own expense, to provide attorneys reasonably acceptable to the Licensee to defend against any such claim. The Indemnified parties shall cooperate fully with Licensee in such defense and will permit Licensee to conduct and control such defense and the disposition of such claim, suit or action (including all decisions relative to litigation, appeal and settlement); provided, however, that any Indemnified parties shall have the right to retain its own counsel, at the expense of Licensee, if representation of such Indemnified parties by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified parties and any other party represented by such counsel.
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