Buyer’s Right to Operate Sample Clauses

Buyer’s Right to Operate. If Seller (i) fails to maintain Seller’s Two Year Minimum Production Threshold or (ii) fails to generate Energy for sixty (60) consecutive days, then Buyer or its designee may, but shall not be obligated to, assume operational control of the Plant from Seller; provided that Buyer shall not be permitted to take control so long as Seller or any of Seller’s Lenders are using commercially reasonable efforts to remedy the failures described in (i) or (ii) above. Buyer, its officers, employees, agents, contractors and designees shall have the unrestricted right to enter the Plant to the extent necessary to operate the Plant. Upon the exercise of this right, Buyer or its designee shall at all times operate the Plant, using Prudent Utility Practice, and shall comply, to the extent commercially practicable, with the terms of this Agreement. Notwithstanding the foregoing, Seller shall not be excused from any obligation or remedy available to Buyer as a result of Buyer’s [operation of, or] election not to operate, the Plant. Buyer shall pay Seller the applicable rate for Output provided hereunder, less any costs incurred by Buyer to operate the Plant. Buyer shall indemnify and hold Seller harmless from any liability to third parties arising out of Buyer’s failure to operate the Plant using Prudent Utility Practice. Upon Buyer’s satisfaction that Seller has the ability to operate the Plant in accordance with this Agreement, Seller shall resume operational control. Should Seller’s Lender(s) refuse to finance the Plant, or materially condition such financing, solely as a result of this Section 7.6, and Seller gives Buyer reasonable prior written notice of such refusal to finance, Buyer shall have the following options: (1) renegotiate this Section 7.6 with Seller and Lender(s) in a manner mutually acceptable; (2) arrange for financing for the Plant under materially equivalent terms and conditions as the Lender(s) were prepared to provide but for this Section 7.6; (3) delete this Section 7.6 in its entirety (which deletion will not require Seller’s additional consent); or (4) terminate this Agreement without liability of one Party to the other. If Buyer fails to elect and complete one of these options within sixty (60) days of written notice from Seller, Seller shall have the right to terminate this Agreement without liability of one party to the other.
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Related to Buyer’s Right to Operate

  • BUYER’S RIGHT TO CANCEL If after completion of an appraisal by a licensed appraiser, Buyer receives written notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Xxxxxxx Money Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

  • DXC’s Right to Inspect DXC may, at any time, inspect the software, Services, or Products and associated manufacturing processes. Inspection may occur at Supplier’s facility, plant or subcontractor’s plant. Supplier will inform its vendors and subcontractors of DXC’s right to inspect and shall secure that right for DXC if necessary.

  • Right to Open Up 13.3 Subject to Clause 13.4 (Right to Open Up), the Authority's Representative shall have the right at any time prior to[:

  • OWNER’S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity.

  • OWNER’S RIGHT TO CLEAN UP If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible.

  • Owner’s Right to Stop Work The Owner reserves the right, for itself and for any designated Construction Inspector retained by Owner, upon observation of apparent nonconforming Work, to immediately stop the affected Work. If the Work is later determined by the Design Professional to be in fact conforming Work, then Contractor shall be entitled upon timely claim to a Change Order for payment by Owner of any reasonable Actual Costs actually incurred by Contractor in connection with the stop Work order and resumption of the Work, as well as an extension in the time for performance of the Work to the extent Contractor is delayed by Owner's stop Work order. The Design Professional shall determine the time, which shall be binding upon both Owner and Contractor, as set forth in Section 3, Part 3.

  • Buyer’s Rights and Remedies If at any time an Event of Default with respect to Seller has occurred and is continuing, then, unless the Seller has paid in full all of its obligations that are then due, including those under Section 7.2(c) of this Agreement (“Obligations”), the Buyer may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a Secured Party under applicable law with respect to posted Eligible Collateral held by the Buyer, (ii) the right to set-off any amounts payable by the Seller with respect to any Obligations against any posted Eligible Collateral or the Cash equivalent of any posted Eligible Collateral held by the Buyer, or (iii) the right to liquidate any posted Eligible Collateral held by the Buyer and to apply the proceeds of such liquidation of the posted Eligible Collateral to any amounts payable to the Buyer with respect to the Obligations in such order as the Buyer may elect. For purposes of this Paragraph 6, the Buyer may draw on the entire undrawn portion of any Letter of Credit. Cash proceeds that are not applied to the Obligations shall be maintained in accordance with the terms of this CSA. The Seller shall remain liable for amounts due and owing to the Secured Party that remain unpaid after the application, pursuant to this Paragraph 6, of Eligible Collateral to the Obligations.

  • Owner’s Right to Make Changes Without invalidating the Contract, the Owner, by Change Order and without notice to the sureties, may authorize or order extra work or changes by altering, adding to, or deducting from the Work or the Contract Time, the Contract Sum being adjusted accordingly. All Change Orders shall be performed under the conditions of the original Contract except that any claim for extension of time caused thereby shall be adjusted at the time of signing of the Change Order. (See Change Order formats in Section 7.) Prior to the issuance of the Proceed Order, the Contractor and the Owner shall advise each other in writing of their designees authorized to accept and approve changes to the Contract Sum and the limits to each designee's authority. Should any designee or limits of authority change during the time this Contract is in effect, the Contractor or Owner shall give written notice to the other as provided in Article 1.1.5. There is no legal limitation on the Owner’s right to make changes such as may be, in the Owner’s sole discretion, useful or desirable to the Project.

  • OWNER’S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten (10)-calendar day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner.

  • City’s Right to Reject The City reserves the right to reject a certificate of insurance if Contractor’s insurance company is widely regarded in the insurance industry as financially unstable. This would include but is not limited to insurance companies with no less than AVIII rating in the A.M. Best insurance rating guide.

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