Bona fide and arm’s length arrangements Sample Clauses

Bona fide and arm’s length arrangements. (a) Project Operator must not enter into any Eligible Wholesale Contract: (i) unless that contract or the arrangement is entered into on a bona fide basis and on arm’s length terms; and (ii) if that contract or the arrangement would require Project Operator to physically or notionally sell or deliver, or otherwise contract in respect of: (A) (to the extent that contract or the arrangement relates to electricity) more than 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to electricity,;; or (B) (to the extent that contract or the arrangement relates to Green Products), more than the number of Green Products able to be created by reference to 100% of Sent Out Generation, when taken together with all other Eligible Wholesale Contracts that relate to Green Products,. created by the Project. (b) Project Operator acknowledges that: (i) the purpose of this agreement is to provide revenue support during the Support Period to support the development of the Project, unless Project Operator exercises an option to not receive Support, and is not intended to distort the market signals that would otherwise apply to the Project; and (ii) this agreement including this clause 15 is to be interpreted and applied consistent with that purpose. (c) If Project Operator enters into an Eligible Wholesale Contract in contravention of subparagraph (a)(ii) (“Over-Contracted Arrangement”), then the Commonwealth may (at its discretion) notify Project Operator that: (i) subject to the remainder of this clause 15, the Over-Contracted Arrangement may be an Eligible Wholesale Contract, in which case paragraph (d) applies; or (ii) the Over-Contracted Arrangement is not an Eligible Wholesale Contract. This paragraph (c) is without prejudice to any rights or remedies the Commonwealth may have in relation to matters arising under or in connection with this agreement (including under this clause 15 and clause 22.3 (“Termination by the Commonwealth for default”)). (d) In its notice to Project Operator under subparagraph (c)(i), the Commonwealth must set out its proposed treatment of the Eligible Wholesale Contract Revenue for Trading Intervals to which the Over- Contracted Arrangement applies (“Over-Contracted Trading Intervals”), which may include that, for the purposes of determining the Eligible Wholesale Contract Revenue under item 3.6 of Schedule 1 (“Support terms”): (i) all or a specified part of the Notional Quantity which is subje...
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Related to Bona fide and arm’s length arrangements

  • ARM'S LENGTH AGREEMENT This Agreement and each of its terms are the product of an arm's length negotiation between the Parties. In the event any ambiguity is found to exist in the interpretation of this Agreement, or any of its provisions, the Parties, and each of them, explicitly reject the application of any legal or equitable rule of interpretation which would lead to a construction either "for" or "against" a particular party based upon their status as the drafter of a specific term, language, or provision giving rise to such ambiguity.

  • Non-Arm’s Length Transactions To the knowledge of the Company, after due inquiry, except as disclosed in writing to the Underwriters or in the Registration Statement, the Time of Sale Information and the Prospectuses, neither the Company nor any subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Arms’ Length Negotiations The price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Arm’s Length With respect to its obligations in connection with the Conveyed Assets, the Servicer shall transact and deal with its Affiliates on an arm’s length basis.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Other Contractual Arrangements 8.1 Escrow Agent Not a Trustee The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

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