Effect of Step-In Undertaking Sample Clauses

Effect of Step-In Undertaking. During any Step-in Period, the Material Project Contractor will continue to observe and perform its duties and obligations under the Material Contract and will only be entitled to exercise its rights of termination under the Material Contract: (a) by reference to a default under the Material Contract arising during the Step-in Period (other than to the extent that a Project Co Insolvency Event constitutes such a default) provided that no event of default by Project Co under the Project Agreement will entitle the Material Project Contractor to exercise such rights of termination during the Step-in Period; (b) if the Authority fails to pay when due any amount owed to the Material Project Contractor or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Material Contract by the Authority or the Material Project Contractor.
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Effect of Step-In Undertaking. During any Step-in Period, the Material Project Contractor will continue to observe and perform its duties and obligations under the Material Contract and will only be entitled to exercise its rights of termination under the Material Contract: (a) by reference to a default under the Material Contract arising during the Step-in Period provided that no event of default by Project Co under the Project Agreement will entitle the Material Project Contractor to exercise such rights of termination during the Step-in Period; (b) if the Authority fails to pay when due any amount owed to the Material Project Contractor or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Material Contract by the Authority or the Material Project Contractor.
Sample 1Sample 2Sample 3See All (4)
Effect of Step-In Undertaking. During any Step-In Period, the Design-Builder will continue to observe and perform its duties and obligations under the Design-Build Agreement and will only be entitled to exercise its rights of termination under the Design-Build Agreement: (a) by reference to a default under the Design-Build Agreement arising during the Step-In Period (other than to the extent that an Operations Co Insolvency Event constitutes such a default), provided that no event of default by Project Co under the Project Agreement or Operations Co under the Project Implementation Agreement will entitle the Design-Builder to exercise such rights of termination during the Step-In Period; (b) if the Authority fails to pay when due any amount owed to the Design-Builder or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-In Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Design-Build Agreement by the Authority or the Design-Builder.
Sample 1Sample 2
Effect of Step-In Undertaking. During any Step-in Period, the Project Contractor will continue to observe and perform its duties and obligations under the Project Contract (subject to the terms thereof, including any maximum liability provisions contained therein) and will only be entitled to exercise its rights of termination under the Project Contract: (a) by reference to a default under the Project Contract arising during the Step-in Period (other than to the extent that an event described in Section 15.3(a), (b), (c) or (d) of the Project Agreement constitutes such a default) provided that no event of default by Project Co under the Project Agreement will entitle the Project Contractor to exercise such rights of termination during the Step-in Period; (b) if the City fails to pay when due any amount owed to the Project Contractor or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Project Contract by the Project Contractor.
Sample 1
Effect of Step-In Undertaking. During any Step-In Period, the Service Provider will continue to observe and perform its duties and obligations under the Services Contract and will only be entitled to exercise its rights of termination under the Services Contract: (a) by reference to a default under the Services Contract arising during the Step-In Period (other than to the extent that an Operations Co Insolvency Event constitutes such a default), provided that no event of default by Project Co under the Project Agreement or Operations Co under the Project Implementation Agreement will entitle the Service Provider to exercise such rights of termination during the Step-In Period; (b) if the Authority fails to pay when due any amount owed to the Service Provider or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-In Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Services Contract by the Authority or the Service Provider.
Sample 1
Effect of Step-In Undertaking. During any Step-in Period, the Material Contract Party will continue to observe and perform its duties and obligations under the Material Contract and will only be entitled to exercise its rights of termination under the Material Contract: (a) by reference to a default under the Material Contract arising during the Step-in Period (other than to the extent that a Project Co Insolvency Event constitutes such a default) provided that no event of default by Project Co under the Project Agreement will entitle the Material Contract Party to exercise such rights of termination during the Step-in Period; (b) if the Authority fails to pay when due any amount owed to the Material Contract Party or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Material Contract by the Authority or the Material Contract Party.
Sample 1
Effect of Step-In Undertaking. During any Step-in Period, the Material Project Contractor will continue to observe and perform its duties and obligations under the Material Contract and will only be entitled to exercise its rights of termination under the Material Contract: (a) by reference to a default under the Material Contract arising during the Step-in Period (other than to the extent that a Project Co Insolvency Event constitutes such a default) provided that no event of default by Project Co under the Project Agreement will entitle the Material Project Contractor to exercise such rights of termination during the Step-in Period; (b) if BC Hydro fails to pay when due any amount owed to the Material Project Contractor or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Material Contract by BC Hydro or the Material Project Contractor.
Sample 1
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Effect of Step-In Undertaking. During any Step-in Period, the Material Contract Party will continue to observe and perform its duties and obligations under the Material Contract and will only be entitled to exercise its rights of termination under the Material Contract: (a) by reference to a default under the Material Contract arising during the Step-in Period (other than to the extent that a Project Co Insolvency Event constitutes such a default) provided that no event of default by Project Co under the Project Agreement will entitle the Material Contract Party to exercise such rights of termination during the Step-in Period; (b) if BC Hydro fails to pay when due any amount owed to the Material Contract Party or fails to perform or discharge when falling due for performance or discharge any obligation under the Step-in Undertaking; or (c) if such rights of termination arise in circumstances where there is no default under the Material Contract by BC Hydro or the Material Contract Party.
Sample 1

Related to Effect of Step-In Undertaking

  • Governing Law; Binding Effect; Amendment and Termination (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware. (b) This Agreement shall be binding upon the Company, its successors and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal representatives and assigns and to the benefit of the Company, its successors and assigns. (c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the Company and Indemnitee.

  • Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.

  • Revocation and Effect of Consents, Waivers and Actions Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder's Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

  • Effect of Dissolution Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

  • Governing Law, Jurisdiction and Waiver of Jury Trial (a) THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE HOLDER. THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. (c) THE COMPANY DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE HOLDER AND THE COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, ANY OTHER RELATED AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

  • Effect of Decision The decision or award of the arbitrator shall be final and binding upon the University, the UFF, and the grievant, provided that either party may appeal to an appropriate court of law a decision that was rendered by the arbitrator acting outside of or beyond the arbitrator's jurisdiction, pursuant to Section 682.13, Florida Statutes.

  • Revocation and Effect of Consents and Waivers A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

  • Waiver of Statutory Provisions The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project.

  • Governing Law; Injunctive Relief; Consent to Jurisdiction; Waiver of Trial by Jury 9.9.1 THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THAT WOULD HAVE THE EFFECT OF GIVING EFFECT TO THE LAWS OF ANOTHER JURISDICTION). 9.9.2 Each party acknowledges that it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of this Agreement and that the remedy at Law for any breach, or threatened breach, of any of such provisions would likely be inadequate and, accordingly, agrees that each other party, in addition to any other rights or remedies which it may have, shall be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to compel specific performance of, or restrain any party from violating, any of such provisions. In connection with any action or Proceeding for equitable and injunctive relief permitted hereunder, each party hereby waives the claim or defense that a remedy at Law alone is adequate and, to the maximum extent permitted by Law, agrees to have each provision of this Agreement specifically enforced against it, without the necessity of posting bond or other security against it, and consents to the entry of equitable and injunctive relief against it enjoining or restraining any breach or threatened breach of such provisions of this Agreement. 9.9.3 Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Federal District Court for the Southern District of New York or the courts of the State of New York sitting in the Borough of Manhattan in connection with any dispute that arises out of this Agreement or the Sale, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement (or any other agreement contemplated hereby) in any court other than the Federal District Court for the Southern District of New York or the courts of the State of New York sitting in the Borough of Manhattan unless venue would not be proper under rules applicable in such courts. Notwithstanding the previous sentence, a party may commence any such action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. 9.9.4 EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY).

  • Effect of Waiver or Consent A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

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