Buyer’s Written Recommendations Sample Clauses

Buyer’s Written Recommendations. Seller shall operate and maintain the Facilities in accordance with the operational parameters set forth in APPENDIX B (Service Terms) and the applicable Flexibility Service Form. At any point during the Term, including after any reasonable inspection desired by Buyer of the Facility and consultation with Seller, in the event there are issues identified that may have a material adverse effect on or may materially impair the short-term or long-term operation of the Facility at the operational levels contemplated by this Agreement, for purposes of addressing such issues, Buyer may provide written recommendations for specific operation or maintenance actions or for changes in the operation or maintenance program of the Facility. Buyer’s making or failing to make such recommendations shall not be construed as endorsing the operation and maintenance thereof or as any warranty of the safety, durability or reliability of the Facility nor as a waiver of any Buyer right. If Seller agrees with Buyer, Seller shall, within a reasonable time after Buyer makes such recommendations, not to exceed ninety (90) calendar days (or such longer period as reasonably agreed to by the Parties), implement Buyer’s recommendations. If Seller disagrees with Buyer, it shall within ten (10) Days inform Buyer of alternatives it will take to accomplish the same intent or provide Buyer with a reasonable explanation as to why no action is required by Good Utility Practice. If Buyer disagrees with Seller’s position, then Seller shall commission a study by a third-party consultant (“Qualified Independent Consultant”), and the Qualified Independent Consultant will make recommendations to remedy the situation. Seller shall implement the Qualified Independent Consultant’s recommendations contained in such study. Both Parties shall equally share in the cost of the Qualified Independent Consultant as well as all costs associated with implementing the recommendations contained in the Independent Consultant’s report. Notwithstanding the foregoing, Seller shall not be required to comply with any recommendations that, in Seller’s reasonable judgment, will violate or void any warranties of equipment that are a part of, or are used in connection with, the Facilities or violate any long-term service agreement, or conflict with any written requirements, specifications or operating parameters of the manufacturer, with respect to such equipment, in which case Seller shall notify Buyer thereof within twenty ...
Sample 1
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Related to Buyer’s Written Recommendations

  • Cooperation The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Publicity The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

  • COUNTERPARTS; ELECTRONIC SIGNATURES Electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, and shall have the same legal effect as original signatures.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Representations and Warranties The Borrower represents and warrants to the Lenders that:

  • Notice Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Issuer, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and if to Distributors, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx.

  • USE OF REFERRAL INFORMATION Recipient Broker/Agent shall use Referral information provided by XXXX.xxx for the sole purpose of providing real estate services. Recipient Broker/Agent agrees that any Referral e-mail and/or other contact information will not be added to any telemarketing or email distribution lists or provided to a third party without the written consent of the Referred Client.

  • Disclosure Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

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