Interaction of rights Sample Clauses

Interaction of rights. The Parties acknowledge and agree: (a) that to the extent that the Operator’s rights under the Train Operations Agreement or QR Network’s Access Undertaking in relation to the Access Rights allocated to the Operator are inconsistent with the End User’s rights in relation to those Access Rights under this Agreement or QR Network’s Access Undertaking, the End User’s rights and the exercise of those rights prevail to the extent of the inconsistency; and (b) that if there is any doubt as to whether a reference to the “Access Holder” under QR Network’s Access Undertaking is a reference to the End User or the Operator, then the following principles will apply: (i) only one, not both, of the End User and the Operator is the “Access Holder”; (ii) whether the End User or the Operator is the “Access Holder” will be determined based on which of those party’s rights or obligations under this Agreement or the relevant Train Operations Agreement (as applicable) are the most consistent with the relevant rights or obligations under QR Network’s Access Undertaking; and (iii) if the application of Clause 2.5(b)(ii) is not determinative of whether the End User or the Operator is the “Access Holder”, then the Operator is the “Access Holder”.
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Interaction of rights. (a) In respect of the Operational Rights relating to the End User: (i) the End User has contracted directly with Aurizon Network under the End User Access Agreement for the End User’s Access Rights: (A) on the basis that the End User’s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End User (unless it is also the Operator); and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for the End User [including the payment of Access Charges (other than for take or pay charges (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract), vary or relinquish to Aurizon Network any part of the Operational Rights, whether under this Agreement or Aurizon Network’s Access Undertaking. The right to seek a renewal, transfer, variation or relinquishment of Access Rights is only usable by the End User. This Reference Schedule forms part of the Agreement dated the day of 20 made between Aurizon Network and the Operator listed in Item 1 below. 1. Operator: Name ACN Address 2. Commencement Date: 3. Security Amount: (General Conditions of Contract Clause 2.4 (a)) Subject to Aurizon Network’s reasonable assessment of the creditworthiness of the Operator, the Security Amount (if applicable) will be an amount equivalent to [where the End User Access Agreement involves the End User paying all Access Charges] the lesser of twelve (12) weeks Access Charges determined as if the Operator made maximum use of the End User's Access Rights which the Operator is nominated to utilise or the deductible for any one loss as specified in Schedule 7 . [where the End User Access Agreement involves the End User only paying TOP Charges] the greater of twelve (12) weeks Access Charges determined as if the Operator made maximum use of the End User's Access Rights which the Operator is nominated to utilise or the deductible for any one loss as specified in Schedule 7. 4. Date for Completion of Matters prior to the Commencement of Train Services: (General Conditions of Contract Clause 4.1(c)) 1 DEFINITIONS AND INTERPRETATION 13 1.1 Definitions 13 1.2 Interpretation 23 2 CHARGES 24 2.1 [Access ]Charges 24 2.2 Invoicing 24 2.3 GST 25 2.4 Obli...
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Interaction of rights. (a) In respect of the Operational Rights relating to an End User: (i) the End User has contracted directly with QR Network under an End User Access Agreement for the End User‟s Access Rights: (A) on the basis that the End User‟s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End User; and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for that End User including the payment of Access Charges (other than for take or pay charges – which shall be paid by the End User). (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract) or relinquish to QR Network any part of the Operational Rights, whether under this Agreement or QR Network‟s Access Undertaking. The right to seek a renewal, transfer or relinquishment of Access Rights is usable by the End User. (c) The Parties acknowledge and agree: (i) that to the extent that the Operator‟s rights under this Agreement or QR Network‟s Access Undertaking in relation to the Operational Rights for an End User are inconsistent with the End User‟s rights in relation to the relevant End User‟s Access Rights or QR Network‟s Access Undertaking, the End User‟s rights and the exercise of those rights prevail to the extent of the inconsistency and the Parties shall, to the extent it is practicable to do so, vary the terms of this Agreement to ensure consistency with the relevant End (ii) that if there is any doubt as to whether a reference to the “Access Holder” under QR Network‟s Access Undertaking is a reference to the End User or the Operator, then the following principles will apply: (A) only one, not both, of the End User and the Operator is the “Access Holder”; and (B) whether the End User or the Operator is the “Access Holder” will be determined based on which of those party‟s rights or obligations under this Agreement or the relevant End User Access Agreement (as applicable) are the most consistent with the relevant rights or obligations under QR Network‟s Access Undertaking; and (iii) if the application of Clause 7(d)(ii) is not determinative of whether the End User or the Operator is the “Access Holder”, then the [Operator / End User (as nominated by t...
Sample 1See All (4)
Interaction of rights. (a) In respect of the Operational Rights relating to the End User: (i) the End User has contracted directly with Aurizon Network under the End User Access Agreement for the End User’s Access Rights: (A) on the basis that the End User’s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End User (unless it is also the Operator); and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for the End User [including the payment of Access Charges (other than for take or pay charges (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract), vary or relinquish to Aurizon Network any part of the Operational Rights, whether under this Agreement or Aurizon Network’s Access Undertaking. The right to seek a renewal, transfer, variation or relinquishment of Access Rights is only usable by the End User. This Reference Schedule forms part of the Agreement dated the day of 20 made between Aurizon Network and the Operator listed in Item 1 below. 1. Operator: Name ACN Address
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Interaction of rights. (a) In respect of the Operational Rights relating to the End User: (i) the End User has contracted directly with Aurizon Network under the End User Access Agreement for the End User’s Access Rights: (A) on the basis that the End User’s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End User (unless it is also the Operator); and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for the End User [including the payment of Access Charges (other than for take or pay charges – which shall be paid by the End User)]. (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract), vary or relinquish to Aurizon Network any part of the Operational Rights, whether under this Agreement or Aurizon Network’s Access Undertaking. The right to seek a renewal, transfer, variation or relinquishment of Access Rights is only usable by the End User. This Reference Schedule forms part of the Agreement dated the day of 20 made between Aurizon Network and the Operator listed in Item 1 below. 1. Operator: Name ACN Address
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Interaction of rights. The Parties acknowledge and agree: (a) that to the extent that the Operator’s rights under the Train Operations Agreement or QR Network’s Access Undertaking in relation to the Access Rights allocated to the Operator are inconsistent with the End User’s rights in relation to those Access Rights under this Agreement or QR Network’s Access Undertaking, the End User’s rights and the exercise of those rights prevail to the extent of the inconsistency; and (b) that if there is any doubt as to whether a reference to the “Access Holder” under QR Network’s Access Undertaking is a reference to the End User or the Operator, then the following principles will apply: (i) only one, not both, of the End User and the Operator is the “Access Holder”; (ii) where an Access Agreement is entered into, the End User is the Access Holder for the purposes of any matter relating to the: (A) lodgement and negotiation of Access Applications; (B) establishment or management of a queue;
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Interaction of rights. (a) In respect of the Operational Rights relating to anthe End User: (i) the End User has contracted directly with QRAurizon Network under anthe End User Access Agreement for the End User’s Access Rights: (A) (A) on the basis that the End User’s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and
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Interaction of rights. (a) In respect of the Operational Rights relating to the End User: (i) the End User has contracted directly with QR Network under the End User Access Agreement for the End User’s Access Rights: (A) on the basis that the End User’s Access Rights will be used by one or more persons (such as the Operator) under agreements (such as this Agreement) for the benefit of the End User; and (B) as such, the End User has no direct above rail operational responsibilities in relation to Train Services for that End User (unless it is also the Operator); and (ii) the Operator will have above rail operational obligations in respect of the Train Services that will be operated by that Operator for the End User [including the payment of Access Charges (other than for take or pay charges (b) The Operator has no right to renew, transfer (subject to Clauses 22.2 and 22.3 of the General Conditions of Contract), vary or relinquish to QR Network any part of the Operational Rights, whether under this Agreement or QR Network’s Access Undertaking. The right to seek a renewal, transfer, variation or relinquishment of Access Rights is only usable by the End User. AARLEG-#21840365-v1-Standard_TOA_for_QCA_Draft_Decision.DOC This Reference Schedule forms part of the Agreement dated the day of 20 made between QR Network and the Operator listed in Item 1 below. 1. Operator: Name ACN Address
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Related to Interaction of rights

  • Protection of Rights Licensee shall not copy, translate, disassemble, decompile, nor reverse engineer the Software or other SAP Materials. Licensee shall not create or attempt to create the source code from the object code of the Software or other SAP Materials. Licensee is permitted to back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Software. Backup copies on transportable discs or other data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other data media, unless technically infeasible. Licensee must not change or remove SAP’s copyright and authorship notices.

  • Termination of Rights The right of first refusal granted the --------------------- Company by Section 3(b) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(c) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act. Upon termination of the right of first refusal described in Section 3(b) and the expiration or exercise of the Repurchase Option, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser.

  • Retention of Rights 36.1 Clauses 5.2(b),6,7,8,9,11,12, 13, 14, 15 16, 22, 23, 35.1, 37 and 38 of this Section 2 and any relevant clauses listed under Section 4 shall continue in force following the termination of this Contract.

  • Duration of Rights If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless.

  • Reservation of Rights NYISO and Connecting Transmission Owner shall have the right to make unilateral filings with FERC to modify this Agreement with respect to any rates, terms and conditions, charges, classifications of service, rule or regulation under section 205 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder, and Developer shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by another Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein.

  • Allocation of Rights (1) Except as provided in paragraph (c) of this clause, HTFC shall have unlimited rights in: (i) Data first produced in the performance of this contract; (ii) Form, fit, and function data delivered under this contract; (iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and (iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause. (2) The Contractor shall have the right to: (i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause; (ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause; (iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and (iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. C. USBFS may stop supplying some or all Data to the Trust if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Trust if USBFS reasonably believes that the Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Trust. USBFS will provide notice to the Trust of any termination of provision of Data as soon as reasonably possible.

  • Xxxxx of Right In addition to the demand right of registration described in Section 5(a) hereof, the Holder shall have the right, for a period of no more than five years from the Effective Date in accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.

  • Expiration of Rights The Rights will expire on the earliest of (a) 5:00 p.m., New York City time, on December 30, 2021 (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below).

  • Exercise of Rights; Separation of Rights (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one ten-thousandth (1/10,000th) of a share of Preferred Stock. (b) Until the Separation Time, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate that evidences the share of Common Stock with which it is associated (together, in the case of certificates issued prior to the Record Time, with the letter or notice mailed to the record holder thereof pursuant to Section 2.1) and will be transferable only together with, and will be transferred by a transfer (whether with or without such letter or notice) of, such associated share of Common Stock, and the surrender for transfer of any certificates representing outstanding Common Stock will also constitute the surrender for transfer of the Rights associated with the Common Stock represented by such certificate. (c) Subject to this Section 2.3 and to Sections 3.1, 5.1 and 5.10, after the Separation Time and prior to the Expiration Time, the Rights (i) may be exercised and (ii) may be transferred independently of shares of Common Stock. Promptly following the Separation Time, the Rights Agent will mail to each holder of record of Common Stock as of the Separation Time (other than any Person whose Rights have become void pursuant to Section 3.1(b)), at such holder's address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (x) a certificate (a "Rights Certificate") in substantially the form of Exhibit A hereto appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any national securities exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (y) a disclosure statement describing the Rights. (d) Subject to Sections 3.1, 5.1 and 5.10, Rights may be exercised on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an Election to Exercise (an "Election to Exercise") substantially in the form attached to the Rights Certificate, duly completed, accompanied by payment by certified or official bank check or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or depositary receipts (or both) in a name other than that of the holder of the Rights being exercised. (e) Upon receipt of a Rights Certificate, with an Election to Exercise accompanied by payment as set forth in Section 2.3(d), and subject to Sections 3.1, 5.1 and 5.10, the Rights Agent promptly will (i)(A) requisition from the Company's transfer agent(s) stock certificates evidencing such number of shares or other securities to be purchased (the Company hereby irrevocably authorizing its transfer agents to comply with all such requisitions) and (B) if the Company elects pursuant to Section 5.5 not to issue certificates representing fractional shares, requisition from the depositary selected by the Company depositary receipts representing the fractional shares to be purchased or requisition from the Company the amount of cash to be paid in lieu of fractional shares in accordance with Section 5.5 and (ii) after receipt of such certificates, depositary receipts and/or cash, deliver the same to or upon the order of the registered holder of such Rights Certificate, registered (in the case of certificates or depositary receipts) in such name or names as may be designated by such holder. In the event that the Company elects pursuant to Section 3.1(e) to issue other securities and/or assets of the Company upon exercise of the Rights, the Company will make all arrangements necessary so that such other securities and/or assets of the Company are available for distribution by the Rights Agent, if and when appropriate. (f) In case the holder of any Rights shall exercise less than all the Rights evidenced by such holder's Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder's duly authorized assigns. (g) The Company covenants and agrees that it will (i) take all such action as may be necessary to ensure that all shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and nonassessable; (ii) take all such action as may be necessary to comply with any applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance of any shares upon exercise of Rights; and (iii) pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the original issuance or delivery of the Rights Certificates or of any shares issued upon the exercise of Rights, provided that the Company shall not be required to pay any transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares in a name other than that of the holder of the Rights being transferred or exercised.

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