Limitations; Resource Allocations Sample Clauses

Limitations; Resource Allocations. Corner Store acknowledges that VSI provides similar services to itself and other Valero Affiliates. Consequently, VSI may, from time to time, experience competing demands for its various services. Accordingly, Corner Store agrees that VSI may use its reasonable discretion in prioritizing requests for service delivery among Corner Store and other Valero Affiliates, in each case consistent with past practices; provided that VSI communicates scheduling issues associated with the delivery of any particular service hereunder with the relevant Corner Store personnel, and VSI makes reasonable efforts to accommodate requests for services (provided such services requested are consistent with services provided to Corner Store by VSI prior to the Distribution Date). VSI shall not be required to add or retain staff, equipment, facilities or other resources in order to provide any Service. VSI shall have the right to outsource all or portions of some Services to qualified third parties if VSI deems it necessary in order to enable VSI’s and its Affiliates’ personnel to continue to adequately perform their other job functions.
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Limitations; Resource Allocations. Service Recipients acknowledge that Service Providers provide to themselves and other members of the Service Provider Group services that are similar to the Services. Consequently, the Service Provider may, from time to time, experience competing demands for its various services. Accordingly, Service Recipients agree that Service Providers may use reasonable discretion in prioritizing requests for service delivery among the Service Recipient and other members of the Service Provider Group, in each case consistent with past practices; provided that the Service Provider communicates scheduling issues associated with the delivery of any particular Service hereunder with the Service Coordinator for the Service Recipient Group, and that the Service Provider makes reasonable efforts to accommodate the Service Recipient’s requests for Services. No Service Provider shall be required to add or retain staff, equipment, facilities or other resources in order to provide any Service. With the prior written consent of the applicable Service Recipient (which consent shall not be unreasonably withheld, declined or conditioned), the Service Provider shall have the right to outsource all or portions of some Services to qualified third-party subcontractors; provided that the Service Provider shall be responsible for the costs of such third-party subcontractors.
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Limitations; Resource Allocations. Corner Store acknowledges that Ultramar provides similar services to itself and other Valero Affiliates. Consequently, Ultramar may, from time to time, experience competing demands for its various services. Accordingly, Corner Store agrees that Ultramar may use its reasonable discretion in prioritizing requests for service delivery among Corner Store and other Valero Affiliates, in each case consistent with past practices; provided that Ultramar communicates scheduling issues associated with the delivery of any particular service hereunder with the relevant Corner Store personnel, and Ultramar makes reasonable efforts to accommodate requests for services (provided such services requested are consistent with services provided to Corner Store by Ultramar prior to the Distribution Date). Ultramar shall not be required to add or retain staff, equipment, facilities or other resources in order to provide any Service. Ultramar shall have the right to outsource all or portions of some Services to qualified third parties if Ultramar deems it necessary in order to enable Ultramar’s and its Affiliates’ personnel to continue to adequately perform their other job functions.
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Limitations; Resource Allocations. CST acknowledges that Ultramar provides similar services to itself and other Valero Affiliates. Consequently, Ultramar may, from time to time, experience competing demands for its various services. Accordingly, CST agrees that Ultramar may use its reasonable discretion in prioritizing requests for service delivery among CST and other Valero Affiliates, in each case consistent with past practices; provided that Ultramar communicates scheduling issues associated with the delivery of any particular service hereunder with the relevant CST personnel, and Ultramar makes reasonable efforts to accommodate requests for services (provided such services requested are consistent with services provided to CST by Ultramar prior to the Distribution Date). Ultramar shall not be required to add or retain staff, equipment, facilities or other resources in order to provide any Service. Ultramar shall have the right to outsource all or portions of some Services to qualified third parties if Ultramar deems it necessary in order to enable Ultramar’s and its Affiliates’ personnel to continue to adequately perform their other job functions.
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Limitations; Resource Allocations. (i) Notwithstanding anything to the contrary in this Agreement, neither Party shall be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, authorization, certification or permit or the Parties’ respective governance policies, as they may be amended from time to time. Without limiting the above, the provision of the Services may require consents, waivers, or approvals from certain third parties under permits, licenses and agreements to which the Parties or one of their respective Affiliates is a party (a “Third Party License”) to enable SunEdison or SSL to provide the Services. Each Party shall promptly notify the other, providing reasonable detail of any specific impairment in the ability to provide any Services by reason of the limitations described in this Section 2.1(c)(i). The Parties will use commercially reasonable efforts to develop a resolution that enables the Parties to continue the provision of the Services, including obtaining any required consents, waivers or approvals under a Third Party License, with the costs of obtaining such consents, waivers or approvals being the responsibility of service recipient, subject however to the prior written approval of such Party receiving the service before such costs shall be borne. If no commercially reasonable resolution is available within sixty (60) calendar days of notice of such impairment, either Party may, without any liability hereunder, immediately terminate the affected Service by providing written notice to the other Party.
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Related to Limitations; Resource Allocations

  • Special Allocations Regarding LTIP Units Subject to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

  • General Allocations 26 Section 6.3

  • LIMITATIONS ON ALLOCATIONS If the Employer maintains or has ever maintained another qualified plan (other than the Sponsor's paired defined contribution plan numbers 01003, 01004, 01006, or the Sponsor's paired defined benefit plan number 02001), in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, the following provision(s) must apply. The Employer must also complete this Section if it maintains a welfare benefit fund, as defined in Section 419(e) of the Code, or an individual medical account, as defined in Section 415(l)(2) of the Code, under which amounts are treated as Annual Additions with respect to any Participant in the Plan.

  • Account Allocations In the event that any Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 4.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for such Transferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of the Trust Assets on such date transferred to the Trust by such Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Receivables included in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement.

  • General Provisions Regarding Accounts 44 SECTION 8.04. Release of Trust Estate..................................................................45 SECTION 8.05.

  • General Provisions Regarding the Collection Account (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuer Order; provided, however, that (i) such Eligible Investments shall not mature or be redeemed later than the Business Day prior to the next Payment Date or Special Payment Date, if applicable, for the Recovery Bonds and (ii) such Eligible Investments shall not be sold, liquidated or otherwise disposed of at a loss prior to the maturity or the date of redemption thereof. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Indenture Trustee in such Collection Account, and any loss resulting from such investments shall be charged to such Collection Account. The Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) to such effect. In no event shall the Indenture Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. The Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment direction pursuant to an Issuer Order, in which case such amounts shall remain uninvested.

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Book Allocations The net income and net loss of the Company shall be allocated entirely to the Member.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Regulatory and Special Allocations Notwithstanding the provisions of Section 5.01:

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