Lost Opportunity Costs Sample Clauses

Lost Opportunity Costs. (a) First Bank shall pay promptly to Premier a cancellation fee of $500,000 (the “Termination Fee”) if a Triggering Event (as defined in Section 10.3(b) below) has occurred; provided that Premier has not breached in any material respect the obligations of Premier contained in this Agreement. The Termination Fee shall be payable in immediately available funds. (b) For purposes of this Section 10.3, a “Triggering Event” shall mean: (i) a breach of this Agreement which would permit Premier to terminate this Agreement; or (ii) the occurrence of both paragraphs (A) and (B): (A) The First Bank Board of Directors fails to recommend the Merger to First Bank shareholders and to continue such recommendation until the First Bank shareholders meeting duly called and held for the purpose of approving the Merger (the “Shareholders Meeting”), unless the First Bank Board of Directors reasonably concludes that one of the conditions precedent to First Bank’s obligation to close, other than the required shareholders’ vote, is not likely to be met, or unless a recommendation of the Merger would constitute a breach of the First Bank Board of Directors fiduciary duty, and (B) the shareholders of First Bank fail to approve and adopt the Merger at the Shareholders Meeting in accordance with the terms hereof; or (iii) the occurrence of both paragraphs (A) and (B): (A) The shareholders of First Bank fail to approve and adopt the Merger at the Shareholders Meeting in accordance with the terms hereof and, (B) pursuant to an offer or negotiations initiated or commenced while this Agreement is in effect, either: (a) within 6 months following the date hereof, First Bank announces or enters into a contract for a transaction with any person or group of persons relating to a merger or other business combination involving First Bank or the sale or other disposition of a majority of the assets of, or equity interest in, First Bank other than a transaction pursuant to which First Bank is the surviving corporation and the shareholders of First Bank are the owners of a majority of the stock of the surviving corporation subsequent to the transaction (an “Acquisition Transaction”) and such transaction is consummated within 12 months following the date hereof; (b) within 12 months following the date hereof, a tender or exchange offer is commenced by any person or group of persons to acquire equity securities of First Bank if, after giving effect to such offer, such person or group would own or hav...
Sample 1See All (4)
AutoNDA by SimpleDocs
Lost Opportunity Costs. A Supplier of Voltage Support Service from a Generator that is being dispatched by the ISO shall also receive a payment for Lost Opportunity Costs (“LOC”) when the ISO directs the Generator to reduce its real power (MW) output below its Economic Operating Point in order to allow the Generator to produce or absorb more Reactive Power (MVAr), unless the Supplier is already receiving a Day-Ahead Margin Assurance Payment for that reduction under Attachment J to this ISO Services Tariff. The Lost Opportunity Cost payment shall be calculated as the maximum of zero or the difference between: (i) the product of: (a) the appropriate MW of output reduction and (b) the Real-Time LBMP at the Generator bus; and (ii) the Generator’s Energy Bid for the reduced output of the Generator multiplied by the time duration of reduction in hours or fractions thereof. The formula below describes the calculation of LOC as applied to each Generator supplying Voltage Support Service. Where: = Lost Opportunity Cost for interval i = Real-time LBMP for interval i = The Generator’s Economic Operating Point for interval i = The Generator’s Actual Energy Injection for the interval i = The Generator’s Real-Time Energy Schedule for interval i = The Generator’s Day-Ahead Schedule for the hour containing i = Generator’s Bid curve in effect for interval i = The length of interval i, containing in units of hours Figure 2.0(b) below graphically portrays the calculation of the LOC for a Generator which reduced its MW output to allow it to produce or absorb more Reactive Power (MVAr). $/MWh Real Time LBMP Bid Curve Max (AEI, RTS, DAS) EOP MW
Sample 1
Lost Opportunity Costs. (a) Bank and Bancshares shall pay promptly to Premier a cancellation fee of Two Million Dollars ($2,000,000) (the “Termination Fee”) if a Triggering Event (as defined in Section 9.3(b) below) has occurred; provided that Premier or PFBI have not breached in any material respect the obligations of Premier or PFBI contained in this Agreement. The Termination Fee shall be payable in immediately available funds. (b) For purposes of this Section 9.3, a “Triggering Event” shall mean(i) the occurrence of either paragraphs (i) or (ii): (i) the Bank Board of Directors fails to recommend the Interim Merger to Bank shareholders and to continue such recommendation until the Bank shareholders meeting duly called and held for the purpose of approving the Interim Merger (the “Shareholders Meeting”), unless the Bank Board of Directors reasonably concludes that one of the conditions precedent to Bank’s obligation to close, other than the required shareholders’ vote, is not likely to be met, or (ii) the shareholders of Bank fail to approve and adopt the Interim Merger at the Shareholders Meeting in accordance with the terms hereof.
Sample 1
Lost Opportunity Costs. 51.7.1 Subject to Clause 51.6, where the Ancillary Services Provider pays any Generator an amount in respect of lost opportunity costs, the Ancillary Services Provider shall use reasonable endeavours to include any such amount in its Ancillary Service charge to the Grid Operator in the Settlement Day on which it arises or as soon as possible thereafter. 51.7.2 As soon as the Ancillary Services Provider is notified by any Generator that any obligation to pay any lost opportunity costs may arise, it shall consult the Suppliers and the Grid Operator and, without prejudice to the Ancillary Services Provider's right to recover such lost opportunity costs from the Grid Operator in accordance with Clause 51.6 or Clause 51.7.1, the Ancillary Services Provider shall, if requested by the Suppliers or Grid Operator, collect payment from the Grid Operator on account of or by way of recovery of such costs over such period as may be agreed between the Ancillary Services Provider, the Suppliers and the Grid Operator and, in default of agreement, over such period as the Ancillary Services Provider considers to be reasonable.
Sample 1

Related to Lost Opportunity Costs

  • Investment Opportunities To the fullest extent permitted by applicable law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member, any of their respective Affiliates, or any of their respective officers, directors, agents, shareholders, members, managers and partners (each, a “Business Opportunities Exempt Party”). The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business Opportunities Exempt Party. No Business Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any of its subsidiaries shall have any duty to communicate or offer such opportunity to the Company. No amendment or repeal of this Section 8.4 shall apply to or have any effect on the liability or alleged liability of any Business Opportunities Exempt Party for or with respect to any opportunities of which any such Business Opportunities Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units shall be deemed to have notice of and consented to the provisions of this Section 8.4. Neither the alteration, amendment or repeal of this Section 8.4, nor the adoption of any provision of this Agreement inconsistent with this Section 8.4, shall eliminate or reduce the effect of this Section 8.4 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 8.4, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

  • Investment Opportunities and Allocation The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of Interest – Certain Conflict Resolution Measures – Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor.

  • EMPLOYMENT OPPORTUNITIES The Personnel Department will mail to the Association copies of all recruitment bulletins. Tentative examination bulletins approved by the Head of the Examining Division of the Personnel Department will be mailed two (2) calendar days prior to the date that said bulletins are scheduled to be approved by the Civil Service Commission.

  • EQUAL HOUSING OPPORTUNITY The Property is offered in compliance with Federal, State, and local anti-discrimination laws.

  • Equal Employment Opportunity (EEO A. The provisions of Article 15-A of the Executive Law and the rules and regulations promulgated thereunder pertaining to equal employment opportunities for minority group members and women shall apply to all Contractors, and any subcontractors, awarded a subcontract over $25,000 for labor, services, including legal, financial and other professional services, travel, supplies, equipment, materials, or any combination of the foregoing, to be performed for, or rendered or furnished to, the contracting State agency (the “Work”) except where the Work is for the beneficial use of the Contractor. 1. Contractor and subcontractors shall undertake or continue existing EEO programs to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability, or marital status. For these purposes, EEO shall apply in the areas of recruitment, employment, job assignment, promotion, upgrading, demotion, transfer, layoff or termination, and rates of pay or other forms of compensation. This requirement does not apply to: (i) the performance of work or the provision of services or any other activity that is unrelated, separate, or distinct from the Contract; or (ii) employment outside New York State. 2. By entering into this Contract, Contractor certifies that the text set forth in clause 12 of Appendix A, attached hereto and made a part hereof, is Contractor’s equal employment opportunity policy. In addition, Contractor agrees to comply with the Non-Discrimination Requirements set forth in clause 5 of Appendix A. B. Form EEO 100 - Staffing Plan. To ensure compliance with this section, the Contractor agrees to submit, or has submitted with the Bid, a staffing plan on Form EEO 100 to OGS to document the composition of the proposed workforce to be utilized in the performance of the Contract by the specified categories listed, including ethnic background, gender, and federal occupational categories. C. Form EEO 101 - Workforce Utilization Reporting Form (Commodities and Services) (“Form EEO-101-Commodities and Services”) 1. The Contractor shall submit, and shall require each of its subcontractors to submit, a Form EEO-101- Commodities and Services to OGS to report the actual workforce utilized in the performance of the Contract by the specified categories listed including ethnic background, gender, and Federal occupational categories. The Form EEO-101-Commodities and Services must be submitted electronically to OGS at XXX_XxxxXxx@xxx.xx.xxx on a quarterly basis during the term of the Contract by the 10th day of April, July, October, and January. 2. Separate forms shall be completed by Contractor and all subcontractors. 3. In limited instances, the Contractor or subcontractor may not be able to separate out the workforce utilized in the performance of the Contract from its total workforce. When a separation can be made, the Contractor or subcontractor shall submit the Form EEO-101-Commodities and Services and indicate that the information provided relates to the actual workforce utilized on the Contract. When the workforce to be utilized on the Contract cannot be separated out from the Contractor's or subcontractor's total workforce, the Contractor or subcontractor shall submit the Form EEO-101-Commodities and Services and indicate that the information provided is the Contractor's or subcontractor’s total workforce during the subject time frame, not limited to work specifically performed under the Contract. D. Contractor shall comply with the provisions of the Human Rights Law and all other State and federal statutory and constitutional non-discrimination provisions. Contractor and subcontractors shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status, or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to non-discrimination on the basis of prior criminal conviction and prior arrest.

  • EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN In accordance with Section 312 of the Executive Law and 5 NYCRR 143, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that: (a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation; (b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the Contractor's obligations herein; and (c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women's Business Development pertaining hereto.

  • Equal Employment Opportunity Contractor represents and warrants its compliance with all applicable duly enacted state and federal laws governing equal employment opportunities.

  • Equal Opportunities To ensure that all volunteers are dealt with in accordance with our equal opportunities policy, a copy of which is set out in the Volunteers Handbook.

  • Protection Against Loss of Future District Revenues Section 4.1. INTENT OF THE PARTIES. Subject to the limitations contained in this Agreement (including Section 7.1), it is the intent of the Parties that the District shall, in accordance with the provisions of TEXAS TAX CODE § 313.027(f)(1), be compensated by the Applicant for any loss that the District incurs in its Maintenance and Operations Revenue as a result of, or on account of, the Parties’ entering into this Agreement. Such compensation shall be independent of, and in addition to, all such other payments as are set forth in Article V and Article VI. Subject only to the limitations contained in this Agreement (including Section 7.1), it is the intent of the Parties that the risk of any negative financial consequence to the District as a result of Applicant’s location of Applicant’s Qualified Investment and Applicant’s Qualified Property in the District and the Parties’ entering into this Agreement will be borne by the Applicant and not by the District and be paid by the Applicant to the District in addition to any and all payments due under Article V and Article VI. The Parties expressly understand and agree that, for all Tax Years to which this Agreement may apply, the calculation of negative financial consequences will be defined for each applicable Tax Year in accordance with Applicable School Finance Law, as defined in Section 1.2 above, and that such definition specifically contemplates that calculations made under this Agreement may periodically change in accordance with changes in Applicable School Finance Law. The Parties further agree that printouts and projections produced during the negotiations and approval of this Agreement are: (i) for illustrative purposes only, are not intended to be relied upon, and have not been relied upon by the Parties as a prediction of future consequences to either Party; (ii) based upon current Applicable School Finance Law which is subject to change by statute, by administrative regulation (or interpretation thereof), or by judicial decision at any time; and (iii) may change in future years to reflect changes in Applicable School Finance Law. Section 4.2. CALCULATING THE AMOUNT OF LOSS OF MAINTENANCE AND OPERATIONS A. The Revenue Protection Amount owed by the Applicant to the District means the Original M&O Revenue minus the New M&O Revenue; Where:

  • Non-Discrimination and Equal Employment Opportunity Provider represents and agrees that it does not and shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!