Early Works Agreement Sample Clauses

Early Works Agreement. (a) The Parties acknowledge and agree that the Early Works Agreement terminated effective as of Financial Close and that this Project Agreement supersedes the Early Works Agreement in its entirety. All activities undertaken pursuant to the Early Works Agreement prior to Financial Close are deemed to have been undertaken by Project Co as Works pursuant to this Project Agreement, notwithstanding that the Early Works may have been executed by [REDACTED] (the "Early Works Contractor") and not directly by Project Co. Project Co accepts and assumes the risk, responsibility and liability for and in respect of such Early Works in accordance with the provisions of this Project Agreement. (b) Subject to Section 5.2(c), neither Project Co nor the Early Works Contractor nor Contracting Authority or any other party to the Early Works Agreement shall be entitled to make a claim against each other or against any Project Co Party or any Contracting Authority Party under or in connection with the Early Works Agreement (whether in contract, tort or otherwise), including, without limitation, any claim in damages, for extensions of time or for additional payments. (c) Where an event or circumstance occurred during the term of the Early Works Agreement (an “Early Works Event”) and such Early Works Event would constitute a Delay Event or Compensation Event or entitle Project Co to a Variation pursuant to this Project Agreement had the Early Works Event occurred during the Project Term, such Early Works Event shall subject to and in accordance with Article 31, be treated as a Delay Event and, subject to and in accordance with Article 32, be treated as a Compensation Event or subject to and in accordance with Schedule 22 – Variation Procedure, result in a Variation. (d) Any dispute in connection with or arising out of the Early Works Agreement and existing at Financial Close shall, unless otherwise agreed in writing by the Parties, be resolved in accordance with Schedule 27 - Dispute Resolution Procedure.
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Early Works Agreement. (a) The Parties acknowledge and agree that the Early Works Agreement terminated effective as of the Effective Date and that this Agreement supersedes the Early Works Agreement in its entirety. All activities undertaken pursuant to the Early Works Agreement prior to the Effective Date are deemed to have been undertaken by Project Co as Design and Construction pursuant to this Agreement, notwithstanding that the Early Works may have been executed by Bird-Xxxxxx XX (the “Early Works Contractor”) and not directly by Project Co. Project Co accepts and assumes the risk, responsibility and liability for and in respect of such Early Works in accordance with the provisions of this Agreement. (b) Neither Project Co nor the Early Works Contractor nor the Authority or any other party to the Early Works Agreement shall be entitled to make a claim against each other or against any Project Co Person or any Authority Person under or in connection with the Early Works Agreement (whether in contract, tort or otherwise), including, without limitation, any claim in damages, for extensions of time or for additional payments, unless such claim is permitted under this Agreement. (c) Any dispute in connection with or arising out of the Early Works Agreement and existing at the Effective Date shall, unless otherwise agreed in writing by the parties, be resolved in accordance with Schedule 13 – Dispute Resolution Procedure.
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Early Works Agreement. Technology Metals has executed an Early Works Agreement (EWA) with APA Operations, a wholly owned subsidiary of the APA Group, to progress the early works for development of the Proposed Pipeline, which is illustrated in Figure 1 below. Execution of the EWA is the next step in progressing the development of the Proposed Pipeline as contemplated in the MOU between the parties executed in October 2020. In addition to the provision of the early works, the EWA also sets out a framework for the negotiations between APA Operations and the Company in respect of the further agreements required to progress the Proposed Pipeline. The Proposed Pipeline, to be developed and operated by APA Operations, is anticipated to provide a cost effective, long term, low risk and efficient energy supply solution for the MTMP. Natural gas is to be used as the primary heating energy source in the rotary kiln and other parts of the MTMP process circuit. It will also be used as part of a hybrid electricity generation supply, which is also expected to include renewable energy generation and battery storage. The Proposed Pipeline is designed to come from a point to the east of Mt Magnet as a spur off the major Northern Goldfields Interconnect (NGI) pipeline, which is currently being constructed by the APA Group. The NGI is a key piece of infrastructure for the State of Western Australia, further supporting mining and industrial development in the Mid-West and Goldfields regions, with the development of the MTMP being a user of this important development. The location of the Proposed Pipeline and the NGI provides significant optionality for TMT in regard to gas supply, opening up the potential to source gas from the emerging Perth Basin as well as the traditional North West Shelf suppliers. The Proposed Pipeline is less than half the length of the gas pipeline originally proposed in the Gabanintha Definitive Feasibility Study, which is expected to result in lower gas transportation charges than previously anticipated. It also provides optionality to source gas from the emerging Perth Basin via the NGI that may further reduce the project’s gas transportation charges. The works to be completed by APA Operations under the EWA will focus on access for the Proposed Pipeline corridor, including preparation of licences, initial engineering design and preparation for procurement of long lead items (the Early Works). It is envisaged that the Early Works will be completed over the course of 2022 ...
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Early Works Agreement. Project Co acknowledges that the Authority and the Design-Builder entered into an agreement titled “Early Works Agreement” dated as of June 10, 2009 (for purposes of this Section 2.15 defined as the “Early Works Agreement”) and that the Early Works Agreement was terminated effective as of Financial Close. The Authority and Project Co agree that: (a) all Early Works (as defined in the Early Works Agreement) undertaken by or on behalf of the Design-Builder under the Early Works Agreement in advance of Financial Close are deemed to have been undertaken by Project Co pursuant to this Agreement and Project Co accepts and assumes full risk, responsibility and liability for the Early Works; (b) under this Agreement, the definition of Project Co Person is deemed to include: (1) any sub-contractor (of any tier) of the Design-Builder and any representative, advisor (including any legal and financial advisor) of the Design-Builder, in any such Person’s capacity as a provider of services, work or materials directly or indirectly to the Design-Builder in connection with the Early Works; and (2) any invitee of the Design-Builder or any of the Persons referred to in (b)(1) above who entered upon the Lands prior to Financial Close; and (c) Project Co will indemnify and keep the Authority and each Authority Indemnified Person indemnified at all times from and against all Direct Losses that any such Person may sustain in connection with any claims by the Design-Builder, or related to or arising directly or indirectly out of or in connection with the negligent acts, omissions or the wilful misconduct of the Design-Builder or any other Project Co Person under the Early Works Agreement or otherwise in relation to the Early Works or non-compliance by the Design- Builder with any of the provisions of the Early Works Agreement, except in each case to the extent caused, or contributed to, by non-compliance by the Authority with any provision of the Early Works Agreement or any negligent act or omission, or any wilful misconduct, of the Authority or any Authority Person. This Section 2.15(c) may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.
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Early Works Agreement. (a) The Parties acknowledge and agree that the Early Works Agreement shall terminate effective as of Financial Close and that this Agreement supersedes the Early Works Agreement in its entirety. All activities undertaken pursuant to the Early Works Agreement prior to Financial Close are deemed to have been undertaken by Project Co as Project Work pursuant to this Agreement, notwithstanding that the Early Works may have been executed by Colas Infrastructure Canada GP and Xxxxxxx Inc., an unincorporated joint venture (the "Early Works Contractor") and not directly by Project Co. Project Co accepts and assumes the risk, responsibility and liability for and in respect of such Early Works in accordance with the provisions of this Agreement. (b) None of Project Co, the Early Works Contractor, the City or any other party to the Early Works Agreement shall be entitled to make a claim against each other or against any Project Co Person or against any City Person under or in connection with the Early Works Agreement (whether in contract, tort or otherwise), including, without limitation, any claim in damages, for extensions of time or for additional payments, unless such claim is permitted under this Agreement. (c) Any dispute in connection with or arising out of the Early Works Agreement and existing at Financial Close shall, unless otherwise agreed in writing by the Parties, be resolved in accordance with Schedule 20 [Dispute Resolution Procedure].
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Early Works Agreement. (a) Upon achievement of Financial Close, this Project Agreement shall supersede and replace the early works agreement in respect of the Project executed by the Parties on or about March 15, 2019 (the “Early Works Agreement”). Without prejudice to the generality of the foregoing, any part of the Works performed by DB Co under and in accordance with the Early Works Agreement shall be treated as having been performed under and in accordance with this Project Agreement, and the City’s payment obligations related to that part of the Early Works will be those under this Project Agreement and not under this Early Works Agreement, and shall be accounted for and paid for as part of the Mobilization Credit in accordance with Schedule 21 – Construction Period Payments of the Project Agreement.
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Early Works Agreement. (a) The Parties acknowledge and agree that the Early Works Agreement terminated effective as of Financial Close and that this Project Agreement supersedes the Early Works Agreement in its entirety. All activities undertaken pursuant to the Early Works Agreement prior to Financial Close are deemed to have been undertaken by Project Co as Works pursuant to this Project Agreement, notwithstanding that the Early Works may have been executed by Regina Bypass Design Builders, an unincorporated joint venture consisting of Carmacks Enterprises Ltd., Parsons Canada, Ltd., Xxxxxx Infrastructure LP and VINCI Infrastructure Canada Limited (the “Early Works Contractor”) and not directly by Project Co. Project Co accepts and assumes the risk, responsibility and liability for and in respect of such Early Works in accordance with the provisions of this Project Agreement. (b) Neither Project Co nor the Early Works Contractor nor the Ministry or any other party to the Early Works Agreement shall be entitled to make a claim against each other or against any Project Co Party or any Province Person under or in connection with the Early Works Agreement (whether in contract, tort or otherwise), including, without limitation, any claim in damages, for extensions of time or for additional payments, unless such claim is permitted under this Project Agreement. (c) Any dispute in connection with or arising out of the Early Works Agreement and existing at Financial Close shall, unless otherwise agreed in writing by the Parties, be resolved in accordance with Section 22 – Dispute Resolution Procedure.
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Early Works Agreement. (a) The Parties acknowledge and agree that the Early Works Agreement terminated effective as of Financial Close and that this Project Agreement supersedes the Early Works Agreement in its entirety. All activities undertaken pursuant to the Early Works Agreement prior to Financial Close are deemed to have been undertaken by Project Co as Works pursuant to this Project Agreement, notwithstanding that the Early Works may have been executed by [REDACTED] (the "Early Works Contractor") and not directly by Project Co. Project Co accepts and assumes the risk, responsibility and liability for and in respect of such Early Works in accordance with the provisions of this Project Agreement.
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Related to Early Works Agreement

  • Client Agreement We are not required to enter into a written agreement complying with the Code relating to the services that are to be provided to you.

  • COMMENCEMENT OF WORK UNDER A SOW AGREEMENT Commencement of work as a result of the SOW-RFP process shall be initiated only upon issuance of a fully executed SOW Agreement and Purchase Order.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.

  • Customer Agreement I certify that the information provided in this application is true and complete and declare that the Firm may rely upon such information until it receives written notice of any changes. I acknowledge that the intended use of my account is for investing or savings purposes unless notified otherwise.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Software License Terms (a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient. (b) The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program. (c) Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only. (d) The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use. (e) Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient. (f) The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor. (g) The Recipient may permit a consultant or subcontractor to use TSA-Licensed Software at the licensed location for the sole purpose of providing services to the Recipient. (h) Upon expiration or termination of the Service Schedule under which TSA-Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes. (i) The Recipient may not sublicense, assign, transfer, rent, or lease the TSA-Licensed Software to any other person except as permitted in this Section 3.5. (j) The Recipient agrees that the Provider may engage a third party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’s expense, require reasonable notice, and will be performed during normal business hours. Such third party will be required to execute a non-disclosure agreement that restricts such third party from disclosing confidential information of the Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.

  • Assignment of Work Product (i) If at any time during the Term or thereafter, Employee has made or shall make (either alone or with others, and whether before or after the date of this Agreement), conceive, create, discover, invent or reduce to practice any invention, design, development, improvement, process, software program, work of authorship, or technique, in whole or in part, or which results from any work which Employee may do for or at the request of the Company, whether or not conceived by Employee while on holiday, on vacation, or off the premises of the Company, whether or not patentable or registrable under copyright or similar laws (herein called “Developments”) that (a) relate to the business of the Company or any of the products or services being developed, manufactured or sold by the Company, or (b) result directly or indirectly from tasks assigned to Employee by the Company or (c) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and all rights and interests therein and all records relating to such Developments shall be the sole and absolute property of the Company. Employee shall promptly disclose to the Company each such Development and Employee shall deliver to the Company all records relating to each such Development. Employee hereby assigns any rights (including, but not limited to, any rights under patent law and copyright law or other similar laws) that Employee may have or acquire in the Developments to the Company, without further compensation. Where applicable, all Developments which are copyrightable works shall be works made for hire. To the extent any such work of authorship may not be deemed to be a work made for hire, Employee agrees to, and does hereby, irrevocably, perpetually and unconditionally transfer and assign to the Company all right, title, and interest including copyright in and to such work without further compensation. (ii) Employee will, during the Term and at all times thereafter, at the request and cost of the Company, promptly sign all such assignments, applications and other documents, and take such other actions, as the Company and its duly authorized agents may reasonably require: (A) to evidence the Company’s ownership of any Development and to apply for, obtain, register and vest in the name of the Company, or renew, patents, copyrights, trademarks or other similar rights for any Development in any country throughout the world and (B) to initiate or defend any judicial, administrative or other proceedings in respect of such patents, copyrights, trademarks or other similar rights. (iii) In the event the Company is unable, after reasonable effort, to secure Employee’s signature for such purposes for any reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in Employee’s name, behalf and stead, to execute and file any such assignments, applications or other documents and to do all other lawfully permitted acts to further the obtaining and protection of such patents, copyright or trademark registrations or other rights with the same legal force and effect as if executed by Employee. (iv) Employee represents and warrants that (A) Employee does not have any pre-existing inventions that relate to the business of the Company and all inventions that Employee has made and owns the intellectual property rights to as of the Effective Date that relate to the business of the Company shall be considered Developments and are subject to the terms of Section 8(b) and (B) all Developments that Employee has developed or with respect to which Employee has been associated while employed by the Company are the sole property of the Company and that there are no other claims or ownership rights in such property with respect to any other party.

  • Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

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