DIVERSION OPPORTUNITY Sample Clauses

The Diversion Opportunity clause provides a party with the right to redirect or reroute goods, services, or obligations under a contract to an alternative destination or recipient. In practice, this clause may allow a seller to deliver products to a different location if the original destination becomes unavailable, or permit a service provider to fulfill obligations through a substitute method or venue. Its core function is to introduce flexibility into contractual arrangements, helping parties adapt to unforeseen circumstances and minimize disruptions by allowing for alternative performance when necessary.
DIVERSION OPPORTUNITY. 1.1 The Transporter shall have the right to deliver any Diverted Cargo to a Third Party other than the DES Buyer under the DES SPA. 1.2 The terms set out in Part B of Schedule 2 shall apply in respect of the Diverted Cargo and the terms set out in Part C of Schedule 2 shall apply in respect of the Swapped Cargo. 1.3 In respect of any cargo scheduled, or proposed to be scheduled, in the FOB ADP or FOB Ninety Day Schedule, as applicable, the Transporter may request to designate such cargo as a “Diverted Cargo”. Any such request may be made prior to issuance of the FOB ADP in respect of the relevant Contract Year (pursuant to Paragraph 1.2.2(F) of Schedule 5) or after issuance of the FOB ADP in respect of the relevant Contract Year. 1.3.1 Any request to designate a cargo as a Diverted Cargo shall be subject to Project Co’s consent unless the following conditions are satisfied:
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DIVERSION OPPORTUNITY. 1.1 Subject to the terms of Paragraph 1.3 of this Part A of Schedule 2, the Transporter shall have the right to divert and deliver any cargo scheduled in the FOB ADP or FOB Ninety Day Schedule (as applicable) to any Person (each such cargo being a "Diverted Cargo"). 1.2 The terms set out in Part B of Schedule 2 shall apply in respect of any Diverted Cargo and the terms set out in Part C of Schedule 2 shall apply in respect of any Swapped Cargo. 1.3 Transporter may designate a cargo to be a Diverted Cargo either prior to loading pursuant to Paragraph 1.3.1(A)(i) or after loading, pursuant to Paragraph 1.3.1(A)(ii). A cargo may be designated as a Diverted Cargo during finalization of the FOB ADP in respect of the relevant Contract Year (pursuant to Paragraph 1.2.2(F) of Schedule 5) or after issuance of the FOB ADP in respect of the relevant Contract Year. 1.3.1 Transporter's right to designate a cargo as a Diverted Cargo shall be subject to Project Co’s consent unless the following applicable conditions are satisfied (the "Diversion Conditions"): (A) (i) in respect of a cargo that is designated in the FOB ADP to be a Diverted Cargo prior to the loading of such cargo, Transporter has undertaken to Project Co that by no later than the date that is three (3) Business Days before the start of the FOB Delivery Window for such cargo ("Pre-Loading Diversion Deadline"), either:
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DIVERSION OPPORTUNITY. 1.1 The Transporter shall have the right to deliver any Diverted Cargo to a Third Party other than the DES Buyer under the DES SPA. 1.2 The terms set out in Part B of Schedule 2 shall apply in respect of the Diverted Cargo and the terms set out in Part C of Schedule 2 shall apply in respect of the Swapped Cargo. 1.3 In respect of any cargo scheduled, or proposed to be scheduled, in the FOB ADP or FOB Ninety Day Schedule, as applicable, the Transporter may request to designate such cargo as a “Diverted Cargo”. Any such request may be made prior to issuance of the FOB ADP in respect of the relevant Contract Year (pursuant to Paragraph 1.2.2(F) of Schedule 5) or after issuance of the FOB ADP in respect of the relevant Contract Year.
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DIVERSION OPPORTUNITY. 1.1 Subject to the terms of Paragraph 1.3 of this Part A of Schedule 2, the Transporter shall have the right to divert and deliver any cargo scheduled in the FOB ADP or FOB Ninety Day Schedule (as applicable) to any Person (each such cargo being a “Diverted Cargo”). 1.2 The terms set out in Part B of Schedule 2 shall apply in respect of any Diverted Cargo and the terms set out in Part C of Schedule 2 shall apply in respect of any Swapped Cargo. 1.3 Transporter may designate a cargo to be a Diverted Cargo either prior to loading pursuant to Paragraph 1.3.1(A)(i) or after loading, pursuant to Paragraph 1.3.1(A)(ii). A cargo may be designated as a Diverted Cargo during finalization of the FOB ADP in respect of the relevant Contract Year (pursuant to Paragraph 1.2.2(F) of Schedule 5) or after issuance of the FOB ADP in respect of the relevant Contract Year.
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Related to DIVERSION OPPORTUNITY

  • Interviewing Opportunity A representative of the Union or ▇▇▇▇▇▇▇ shall be given an opportunity to interview each new Employee within regular working hours, without loss of pay, for a maximum of thirty (30) minutes during the first month of employment for the purpose of acquainting the new Employee with the benefits and duties of Union membership and its responsibilities and obligations to the Employer and the Union.

  • Freedom to Pursue Opportunities The Parties expressly acknowledge and agree that: (i) Sponsor and each Sponsor Director (and each Affiliate thereof) has the right to, and shall not have any duty (contractual or otherwise) to (and none of the following shall be deemed to be wrongful or improper), (x) directly or indirectly engage in the same or similar business activities or lines of business as the Parent Parties or any of their respective Subsidiaries, including those deemed to be competing with the Parent Parties or any of their respective Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Parent Parties or any of their respective Subsidiaries; and (ii) in the event that Sponsor or a Sponsor Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be an opportunity for the Parent Parties or any of their respective Subsidiaries and Sponsor or any other Person, Sponsor and such Sponsor Director (and any such Affiliate) shall not have any duty (contractual or otherwise) to communicate or present such opportunity to the Parent Parties or any of their respective Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Parent Parties, their respective Subsidiaries or their respective Affiliates or equity holders for breach of any duty (contractual or otherwise) by reason of the fact that Sponsor or such Sponsor Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Parent Parties or any of their respective Subsidiaries; provided, that any such business, activity or transaction described in this Section 4.14 is not the direct result of Sponsor, its Affiliates or a Sponsor Director using Confidential Information in violation of Section 3.3 hereof. Notwithstanding anything to the contrary contained in this Section 4.14, any Sponsor Director may be excluded, by the members of the Board who are not Sponsor Directors, from any discussion or vote on matters in accordance with a conflicts of interest policy of the Board that is adopted by the Board in good faith and is applicable to all of the members of the Board.

  • EQUAL HOUSING OPPORTUNITY The Property is offered in compliance with Federal, State, and local anti-discrimination laws.

  • Notice and Opportunity to Defend Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

  • Corporate Opportunity During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive, or of which Executive becomes aware, at any time during the Employment Period, which opportunities relate to the business of designing, manufacturing, marketing, or selling electromechanical or electronic sensors or controls (“Corporate Opportunities”). During the Employment Period, unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf.