Combined Facility Sample Clauses

Combined Facility. It is understood that the handling of the Loan Account, the Borrowing Base, and Collateral of the Loan Parties in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Loan Parties in order to utilize the collective borrowing powers of the Loan Parties in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any of the Loan Parties as a result hereof. Borrower expects each of the Loan Parties to derive benefit, directly or indirectly, from the handling of the Loan Account, the Borrowing Base, and the Collateral in a combined fashion since the successful operation of each of the Loan Parties is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, Borrower hereby jointly and severally with each of the other Loan Parties agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss, or claim of damage or injury, made against the Lender Group by any Loan Party or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account, the Borrowing Base, and Collateral of the Loan Parties as herein provided, (b) the Lender Group’s relying on any instructions of the Borrower, or (c) any other action taken by the Lender Group hereunder or under the other Loan Documents, except that Borrower will have no liability to the relevant Agent-Related Person or Lender‑Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent‑Related Person or Lender‑Related Person, as the case may be.
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Combined Facility. The Combined Borrowers may, subject to the terms and conditions of this Section 13.1, at any time after the Agreement Date, execute and deliver to the Administrative Agent and the Lenders an Assumption Agreement pursuant to which the Credit Parties shall assume all “Obligations” (as defined in the Site Loan Agreement) of the Site Borrower under the Site Loan Agreement and pursuant to which the Site Borrower shall assume all Obligations of the AMT Borrowers hereunder; provided, however, that on the effective date of the Assumption Agreement, (i) the Combined Borrowers shall deliver evidence that, after giving pro forma effect to such combination, Total Debt as of such date as would be calculated hereunder if the Credit Parties hereunder included the “Credit Parties” under the Site Loan Agreement to Adjusted EBITDA as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 or 6.2 hereof, as would be calculated hereunder if the Credit Parties hereunder included the “Credit Parties” under the Site Loan Agreement is no greater than 5.00 to 1.00; (ii) no Default or Event of Default shall exist under this Agreement or the Site Loan Agreement (before and after giving effect to the Assumption Agreement); and (iii) the Combined Borrowers’ Debt Ratings (in each case having a stable outlook) from at least two of the following rating agencies are: (a) Ba3 or better from ▇▇▇▇▇’▇, (b) BB- or better from Standard and Poor’s, and (c) BB- or better from Fitch. All parties hereto hereby acknowledge and agree that effective on the effective date of the Assumption Agreement, this Agreement shall be modified and amended as set forth in the Assumption Agreement and the Lenders, the Issuing Bank and the Syndication Agent hereby authorize the Administrative Agent to make or permit such further modifications and amendments to Exhibit D attached hereto and/or this Agreement as are otherwise necessary to give effect to the transactions contemplated hereby or thereby.
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Combined Facility. The Unit I and the Unit II power plants.
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Combined Facility. The processing equipment and facility, located upon the Combined Facility Premises, as defined herein, where the BPT Process will be used to process the Animal Waste and other biomass source materials by removing the raw materials particularly the phosphorus and nitrogen components for their incorporation into, and the production of, the biomass derived products of BPT.
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Related to Combined Facility

  • Shared Facilities The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering and separate CAISO resource IDs for each of the Generating Facility and Storage Facility. METERING Metering. Seller shall measure the amount of Facility Energy using the Facility Meter, the amount of Generating Facility Energy using the Generating Facility Meter, and the Charging Energy and Discharging Energy using the Storage Facility Meter; all of which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for Electrical Losses and Station Use in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of ▇▇▇▇▇, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO resource IDs incurred by Seller shall be reimbursed by ▇▇▇▇▇. Metering will be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facility.

  • Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

  • Generating Facility The Interconnection Customer’s device for the production of electricity identified in the Interconnection Request, but shall not include the Interconnection Customer’s Interconnection Facilities.

  • NONSEGREGATED FACILITIES This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contractor's control, where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes.

  • Verizon OSS Facilities Any gateways, interfaces, databases, facilities, equipment, software, or systems, used by Verizon to provide Verizon OSS Services to Covista.