Enforcement of Affiliate Contracts Sample Clauses

Enforcement of Affiliate Contracts. Each of the Partners agree that any term or condition of any arrangement, agreement or contract between the Partnership or any of its Subsidiaries, on the one hand, and any Affiliate of a Partner (excluding at any pertinent time, any Subsidiary of the Partnership), on the other hand, other than the APC/KM PSA, shall be exercised or enforced pursuant to Section 5.9 of the GP LLC Agreement by the Class A Member or Class B Member of the General Partner as set forth therein; provided, however, that any such exercise or enforcement shall not entitle such non-Affiliated Partner to vary any obligation of the Partnership or of such Affiliate under such arrangement, agreement or contract. The General Partner will provide to the non-Affiliated Partner copies of all formal notices or material correspondence under any of such arrangements, agreements or contracts at the same time as delivery to any counterparty under such arrangements, agreements or contracts. For clarity, the foregoing shall not permit the Class B Member to enforce the rights and obligations of the General Partner, the Partnership or any of its Subsidiaries under the Joint Development Agreement or any Operating Agreement to the extent that the term or condition of such arrangement, agreement or contract relates solely to a party that is not an Affiliate of a Partner or of the General Partner (provided, for the avoidance of doubt, the foregoing shall not limit the Class B Member, or its board member’s rights, under Section 5.7(a) and 5.7(b) of the GP LLC Agreement); provided, further that for clarity, the Class B Member shall be entitled to direct the exercise and enforcement by the General Partner, the Partnership or a Subsidiary of the Partnership under the Joint Development Agreement or any Operating Agreement to the extent that (i) the term or condition of such arrangement, agreement or contract relates to a party that is an Affiliate of a Partner or Affiliate of the Partnership and the Class B Member reasonably determines in good faith that there is a conflict of interest by the applicable member of the Xxxxxxx Group in exercising or enforcing such term or condition or (ii) either the applicable member of the Xxxxxxx Group or the Partnership is then in breach of the applicable arrangement, agreement or contract.
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Enforcement of Affiliate Contracts. Notwithstanding anything to the contrary in Section 5.7, each of the Members agree that any term or condition of any arrangement, agreement or contract between the Company, any of its Subsidiaries or any of the Partnership Group Companies, on the one hand, and any Affiliate of a Member or Affiliate of the Company (excluding at any pertinent time, any Subsidiary of the Company or Partnership Group Company), on the other hand, other than the APC/KM PSA, shall be exercised or enforced by the Company, the applicable Subsidiary or the applicable Partnership Group Company as directed by the non-Affiliated Member, without the requirement of the approval by the Board or any other Person; provided, however, that any such exercise or enforcement shall not entitle such non-Affiliated Member to vary any obligation of the Company or of such Affiliate under such arrangement, agreement or contract. The Company will provide to the non-Affiliated Member copies of all formal notices or material correspondence under any of such arrangements, agreements or contracts at the same time as delivery to any counterparty under such arrangements, agreements or contracts. For clarity, the foregoing shall not permit the Class B Member to enforce the rights and obligations of any Partnership Group Company under the Joint Development Agreement or any Operating Agreement to the extent that the term or condition of such arrangement, agreement or contract relates solely to a party that is not an Affiliate of a Member or Affiliate of the Company (provided, for the avoidance of doubt, the foregoing shall not limit the Class B Member, or the rights of its designees to the Board, under Sections 5.7(a) and 5.7(b)); provided further that, for clarity, the Class B Member shall be entitled to direct the exercise and enforcement by the Company, the applicable Subsidiary or the applicable Partnership Group Company under the Joint Development Agreement or any Operating Agreement to the extent that (i) the term or condition of such arrangement, agreement or contract relates to a party that is an Affiliate of a Member or an Affiliate of the Company and the Class B Member reasonably determines in good faith that there is a conflict of interest by the applicable member of the Xxxxxxx Group in exercising or enforcing such term or condition or (ii) either the applicable member of the Xxxxxxx Group or the Partnership is then in breach of the applicable arrangement, agreement or contract.
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Enforcement of Affiliate Contracts. If the Company is a party to any contract with an Affiliate of a Member, the other Member shall have the right unilaterally to exercise, on behalf of the Company, any remedy by reason of a default under such contract or to approve, on behalf of the Company, any termination, extension or modification of such contract. For the avoidance of doubt, this Section 6.10 applies to the Development Agreement and the GC Contract, as to which the BR Member has the right, on behalf of the Company, to exercise any remedy or approve any termination, extension or modification.
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Enforcement of Affiliate Contracts. The Intel Member shall administer and enforce the Transaction Documents and all other contracts entered into by or on behalf of the Company with Intel Member or any of its Affiliates (collectively, the “Affiliate Contracts”), on behalf of the Company. The Intel Member shall not, and shall cause its Affiliates not to (if applicable), terminate the Affiliate Contracts due to (x) the Intel Member’s failure to perform its obligations under this Agreement or (y) the Company’s failure to perform with respect to any Change Order initiated by Intel or one of its Affiliates without the consent of Brookfield Member. To the extent there is a payment breach under any Affiliate Contract, the Brookfield Member shall be entitled to claim damages on behalf of the Company from Intel under such Affiliate Contract (or, to the extent Intel is not the counterparty to such Affiliate Contract, the Intel-Affiliated counterparty to such Contract), and such damages shall be (a) in the amount that would have been received by the Company but for such payment breach and (b) held and accounted for, and permitted to be used or distributed by the Company, in each case, in the same manner as such amounts would have been held, accounted for and used or distributed if such Affiliate Contract had not been breached.
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Enforcement of Affiliate Contracts. The Company shall diligently undertake and pursue all Related Party Matters to the extent such undertaking or pursuit (x) complies with the Prudent Operator Standard, (y) furthers the interests of the Project and (z) would be no less favorable to the Company in all material respects than would be reasonably expected in an arms’ length transaction with an unaffiliated person (the “Related Party Standard”) and shall adhere to the Related Party Standard in determining whether to undertake a Related Party Matter. The Company shall provide reasonable prior notice to each Non-Conflicted Member before undertaking any Related Party Matter. If (i) any Non-Conflicted Member reasonably believes in good faith that the Company is not diligently undertaking or pursuing any Related Party Matter in accordance with the Related Party Standard or (ii) the Company undertaking any Related Party Matter would be consistent with the Related Party Standard and the Board has failed to act with respect to such Related Party Matter, then, in each case, such Non-Conflicted Member may
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Enforcement of Affiliate Contracts. In the event of (i) any breach or default under any Affiliate Contract by an Affiliated Counterparty or failure to exercise a material right or consent or make any material election that would be beneficial to the Company, and (ii) the failure of the Company or its applicable Subsidiary to commence in a commercially reasonable period of time (in any event within five Business Days of receiving notice of the events in preceding clauses (i) or (ii)) or diligently prosecute thereafter reasonably appropriate enforcement or termination measures in respect of such breach or default, each of the Members and the Company agree that any non-conflicted Member(s) shall be entitled to cause the Company or its applicable Subsidiary to enforce its rights and remedies in respect of such matter, without the requirement of the approval by the Board or any other Person, including the other Member(s).
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Enforcement of Affiliate Contracts. Notwithstanding anything to the contrary in this Agreement, (a) in the event of (i) any breach or default under any Affiliate Contract by an Affiliated Counterparty, and (ii) the failure of the Company or its applicable Subsidiary to commence in a commercially reasonable period of time (in any event within five (5) Business Days of receiving notice of the events in preceding clauses (i) or (ii)) or diligently prosecute thereafter reasonably appropriate enforcement or termination measures in respect of such breach or default, each of the Members and the Company agree that any non-conflicted Member(s) shall be entitled to cause the Company or its applicable Subsidiary to enforce its rights and remedies in respect of such matter, without the requirement of the approval by the Board or any other Person, including the other Member(s), and (b) each of the Members and the Company agree that so long as any Class B Preferred Units remain outstanding, the Class B Representative, or if no Class B Preferred Units remain outstanding, the non-conflicted Member(s) holding a majority of the Common Units held by all non-conflicted Member(s), shall be entitled to cause the Company or its applicable Subsidiary to terminate, extend, amend, waive, modify, consent to, authorize, approve, make any election or exercise any right with respect to any Affiliate Contract (including, for the avoidance of doubt, the DSA) without the requirement of the approval by the Board or any other Person; provided, that any such action pursuant to clauses (a) or (b) shall in each case be in accordance with the terms and conditions of such Affiliate Contract. Additionally, at any time any Class B Preferred Units are outstanding, the Class B Representative shall have the right to enforce any right to claim a breach of an obligation relating to any Award Agreement by any Person holding Class D Incentive Units, including the provisions relating to non-competition, non-solicitation, confidentiality, non-disparagement and the devotion of substantial business time to the Company.
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Enforcement of Affiliate Contracts. (a) In the event of any material breach or material default under any Affiliate Contract by an Affiliated Counterparty, (x) the Company shall promptly give written notice to all non-conflicted Members detailing such material breach or material default, and (y) any non-conflicted Member may give written notice to the Company and to the Member affiliated with such Affiliated Counterparty, which notice shall set forth (i) the identity of the Affiliated Counterparty, (ii) the Affiliate Contract under which such Affiliated Counterparty is alleged to have materially breached or materially defaulted and (iii) with reasonable specificity, the facts and circumstances alleged to have resulted in a material breach or material default. Upon receipt of such written notice, the Member affiliated with such Affiliated Counterparty shall have 45 days to cause the Affiliated Counterparty to cure any such material breach or material default or such shorter cure period from the date of breach or default as provided for under the relevant Affiliated Contract. If, following such cure period, such material breach or material default has not been cured by such Affiliated Counterparty, such notifying non-conflicted Member(s) shall be entitled to cause the Company or its applicable Subsidiary to enforce its rights and remedies in respect of such material breach or material default, without the requirement of the approval by the Board or any other Person, including the other Member(s). For the avoidance of doubt, any breach or default of payment obligations or any other breach or default under any Affiliate Contract by an Affiliated Counterparty that would, with or without notice or the passage of time, provide the Company or its applicable Subsidiary with a right to terminate or otherwise result in a suspension or termination of such Affiliate Contract, shall be deemed to be “material” for purposes of this Section 5.13. (b) Without limiting the generality of the foregoing, in the event of any breach or default under the Contribution Agreement by any Contributor (as defined in the Contribution Agreement) or by EQT of its obligations set forth in Article XII and Schedule IV, the Company shall promptly give written notice to Sponsor detailing such breach or default, and Sponsor shall be entitled to cause the Company or its applicable Subsidiary to enforce its rights and remedies in respect of such breach or default, including with respect to rights for indemnification against such Con...
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Enforcement of Affiliate Contracts. In the event that the Company or any Subsidiary, on the one hand, is party to an agreement (an “Affiliate Contract”) with a Member or an Affiliate thereof (not including the Company or any Subsidiary), on the other hand, the Company shall, and shall cause such Subsidiary to, take all actions necessary to enforce its rights under such Affiliate Contract and otherwise administer the terms of such Affiliate Contract as if such Affiliate Contract was an agreement entered into by independent parties acting at arm’s length, including with respect to such matters as consent to assignment, declaration of defaults and termination events, declarations of early termination dates, suspension of performance, enforcement of remedies, termination and material amendments. ** This portion has been redacted pursuant to a confidential treatment request.
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Related to Enforcement of Affiliate Contracts

  • Affiliate Contracts Except as set forth on Schedule 3.30, there are no Contracts between any Seller or any Affiliate of any Seller, on the one hand, and any Seller or Partial Subsidiary, on the other hand, related to the Facilities, the Assets or the Assumed Liabilities that are material to any such Assets or Assumed Liabilities or the Facilities.

  • Enforcement of Settlement Agreement 11.1 Any party may file suit before the Superior Court of the County of Los Angeles, consistent with the terms and conditions set forth in paragraphs 11.2 and 11.3 of this Settlement Agreement, to enforce the terms and conditions contained in this Settlement Agreement. The prevailing party shall be entitled to its reasonable attorneys' fees and costs associated with such enforcement.

  • Enforcement of Due On-Sale Clauses; Assumption Agreements.

  • Separate Contracts The Owner reserves the right at any time and from time to time upon notice to Contractor to perform, or cause to be performed by other Contractors, other work at the Site in connection with the development of the Project that is not contemplated hereby or that is contemplated hereby if the Contractor and the Owner shall be unable to agree upon a Change Order incorporating such work as Work of the Contractor under this Contract. In either case, the Owner shall assure that such personnel or Contractors do not cause any conflict with the Work of Contractor. Contractor shall afford the Owner and other Contractors reasonable opportunity for the introduction, protection, and storage of material and equipment at the Site and the execution of work, and shall properly connect, if required by Contract Documents, and coordinate its work with theirs. If any work by the Owner or its other Contractors increases Contractor's costs or extends the time of performance, Contractor shall be entitled upon timely claim to a Change Order for payment by Owner of any reasonable costs actually incurred by Contractor as a result thereof and to an extension of time for performance for such reasonable time as the Design Professional shall determine. Contractor has no responsibility hereunder to certify the suitability or correctness of any work performed by Owner's own personnel or other Contractors under direct contract with the Owner. This Article also applies to installation of loose equipment and fixtures by the Owner, Using Agency, or a Separate Contractor.

  • Enforcement of Proprietary Rights I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

  • Direction to Account Debtors; Contracting Parties; etc Subject to any Applicable Intercreditor Agreement, upon the occurrence and during the continuance of a Dominion Period, if the Collateral Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on account of the Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under any Contracts to make payments with respect thereto as provided in the preceding clause (x), and (z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may adjust, settle or compromise the amount of payment thereof, in the same manner and to the same extent as such Grantor. Subject to any Applicable Intercreditor Agreement, without notice to or assent by any Grantor, the Collateral Agent may, upon the occurrence and during the continuance of an Event of Default, apply any or all amounts then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the Obligations in the manner provided in Section 5.4 of this Agreement. The reasonable out-of-pocket costs and expenses of collection (including reasonable out-of-pocket attorneys’ fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by the relevant Grantor. The Collateral Agent shall deliver a copy of each notice given to any such obligors referred to in the preceding clause (y) to the relevant Grantor, provided that (x) the failure by the Collateral Agent to so notify such Grantor shall not affect the effectiveness of such notice or the other rights of the Collateral Agent created by this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type described in Section 8.01(f) of the Credit Agreement has occurred and is continuing.

  • Enforcement of Agreement The Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

  • Enforcement Rights (a) At any time following the occurrence and during the continuation of an Event of Default: (i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee; (ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer, as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee; (iv) the Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the Collection Accounts; (v) the Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and (vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor under the Performance Guaranty. For the avoidance of doubt, the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights and remedies contained herein and under the other Transaction Documents. (b) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever. (c) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

  • Enforcement Provisions While Contractors and their Representatives are expected to self-monitor their compliance with this Contractor Code of Conduct, the provisions of this Code are enforceable by LAUSD. Enforcement measures can be taken by LAUSD’s Procurement Services Group or Facilities Contracts Branch in consultation with the Contract Sponsor, the Ethics Office, the Office of the General Counsel, and the Office of the Inspector General. The Office of the Inspector General may also refer matters to the appropriate authorities for further action.

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