Mitigation Rights Sample Clauses

Mitigation Rights. After a Change in ISO Tariff, SCE shall have the rights (individually, or in any combination, the “SCE Mitigation Rights”), subject to the limitations set forth below in Section 11.04(b) to: (i) Make any decisions regarding Seller’s bids for congestion in ISO- administered markets in order to: (1) Minimize SCE cost exposure to any ISO Change Cost Payment to Seller with respect to this Article Eleven and Exhibit P; and (2) Minimize Seller’s cost exposure with respect to Article Eleven and Exhibit P, which decision-making right shall become effective upon SCE providing to Seller three (3) Business Days Notice, provided, however, that: (3) Any changes in ISO charges or Seller’s Actual Revenue as a result of the exercise of SCE’s Mitigation Rights be accounted for in any calculation to be made pursuant to Exhibit P; (4) Prior to giving the above-described Notice of its intent to exercise decision-making rights, SCE shall make commercially reasonable efforts to consult with Seller regarding an adjustment bidding strategy and shall make commercially reasonable efforts to consult with Seller upon making material changes to such strategy; and (5) SCE shall only exercise its decision-making right in full compliance with the ISO Tariff, including the requirements of PIRP and Applicable Law, and shall not exercise its decision- making right in a manner that causes Seller to experience any adverse financial effect as a direct result of SCE exercising such decision-making rights for which Seller shall not be compensated under Sections 11.02 and 11.03 or otherwise. (ii) Become Seller’s Scheduling Coordinator in replacement of any person or entity providing Scheduling Coordinator services for Seller, which Scheduling Coordinator change shall become effective upon SCE providing to Seller forty five (45) days Notice if SCE is not satisfied that its bids are being implemented by Seller in a cost effective manner in accordance with SCE’s instructions. The provisions of Section 3.19(b) and Section 4.05 shall not apply if SCE is acting as Seller’s Scheduling Coordinator under this Section 11.04(a)(ii) and Seller is in PIRP or a successor program, but shall apply if SCE is acting as Seller’s Scheduling Coordinator under this Section 11.04(a)(ii) and Seller is not in PIRP or a successor program.
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Mitigation Rights. If Customer Data is, or in Customer’s reasonable opinion is likely to become, the subject of a claim of non-conformance with the Customer Consent Obligation, then Customer will have the right to: (i) procure the rights necessary for Customer and Modjoul to continue to Process the affected Customer Data; (ii) modify the Customer Data so that there is no longer a non-conformance; or (iii) delete or otherwise remove the non- conforming Customer Data from the Modjoul Platform.
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Mitigation Rights. If provision of Customer Materials is, or in Customer’s reasonable opinion is likely to become, the subject of a claim of infringement or misappropriation of any intellectual property right of any third party, then Customer will have the right to: (i) procure the rights necessary for Customer to continue to provide Customer’s Materials; (ii) replace or modify the Customer Materials in a functionally equivalent manner so that they no longer infringe; or, if the options described in (i) and (ii) above are not available to Customer on commercially reasonable terms, (iii) terminate InuuxData’s rights to use the Customer Materials (in which case InuuxData’s obligations to perform the Services will be reduced to the extent that InuuxData required the Customer Materials to perform, and any such termination will be treated as a termination for convenience by Customer).
Sample 1
Mitigation Rights. During the period of employment of Georxx X. Xxxxx, XXI pursuant to the employment agreement attached as Exhibit O hereto, he shall have the authority to do or cause to be done such acts and things as he in his reasonable discretion deems necessary or desirable to reduce or mitigate the potential liability for Indemnifiable Damages as a result of claims for breach of the representations and warranties contained in Sections 4.22(b) and 4.25(b).
Sample 1
Mitigation Rights. At the Closing, Purchaser and Seller shall enter into a “Mitigation Option Agreement” in the form of Exhibit L attached hereto, pursuant to which Seller shall have the option to establish mitigation banks on certain portions of the Timberlands, in accordance with, and as more particularly described in, the Mitigation Option Agreement.
Sample 1
Mitigation Rights. If Executive secures full-time employment with another employer in any capacity during the Payment Period ("Full-Time Employment"), the Executive shall notify, in writing, the Company's Chief Executive Officer no later than ten days after Full-Time Employment is secured of the following: (1) the Executive's starting date of Full-Time Employment; (2) the name of the employer; (3) the location where Executive will be primarily employed; and (4) the Executive's monthly rate of compensation to be received through the Full-Time Employment (the "Notice"). If Executive secures Full-Time Employment during the Payment Period, the Company shall have the right to elect to reduce any remaining payments due and owing under Paragraph 4 of this Agreement by the gross monthly compensation earned by the Executive in the Full-Time Employment if the Company notifies the Executive within ten days of the later of the Company's receipt of the Notice or the Executive's first day of Full-Time Employment as disclosed by Executive in the Notice of its desire to exercise its rights under this Paragraph 6 ("Mitigation Rights"). If the Company exercises its Mitigation Rights, the Non-Compete Period shall terminate ninety days after the Executive's first day of Full-Time Employment as disclosed by Executive in the Notice. If the Company does not exercise its Mitigation Rights or if the Executive does not secure Full-Time Employment, neither the Non-Compete Period nor the Payment Period shall be altered by this Paragraph 6. The parties acknowledge that the Executive intends to diligently seek Full-Time Employment during the Payment Period; however, this Agreement does not obligate Executive to either seek or obtain Full-Time Employment.
Sample 1
Mitigation Rights. If Customer Data is, or in the Customer’s reasonable opinion is likely to become, the subject of a claim of non-conformance with the Customer Legal Basis Assurance, then the Customer will have the right to: (i) procure the rights necessary for the Customer and Komo to continue to Process the affected Customer Data; (ii) modify the Customer Data so that there is no longer a non-conformance; or (iii) delete or otherwise remove the non- conforming Customer Data from the Komo Platform.
Sample 1
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Mitigation Rights. If provision of Customer MaterialsData is, or in Customer’s reasonable opinion is likely to become, the subject of a claim of infringement or misappropriation of any intellectual property right of any third partynon-conformance with the Customer Legal Basis Assurance, then Customer will have the right to: (i) procure the rights necessary for Customer and Auth0 to continue to provide Customer’s MaterialsProcess the affected Customer Data; (ii) replace or modify the Customer Materials in a functionally equivalent mannerData so that theythere is no longer infringe; or, if the options described in (i) and (ii) above are not available to Customer on commercially reasonable terms, a non-conformance; or (iii) terminate Auth0’s rights to use the Customer Materials (in which case Auth0’s obligations to performdelete or otherwise remove the Services will be reduced to the extent that Auth0 required thenon-conforming Customer Materials to perform, and any such termination will be treated as a termination for convenience by Customer).Data from the Auth0 Platform.
Sample 1

Related to Mitigation Rights

  • Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;

  • Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company (or any Affiliate) in any capacity. Unless otherwise specified in an employment or other written agreement between the Company (or any Affiliate) and you, the Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason.

  • Indemnification Rights Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including, without limitation, service with respect to an employee benefit plan (hereinafter, an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while so serving, shall be indemnified and held harmless by the Company to the full extent permitted by the LLC Act and the Investment Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, costs and charges, judgments, fines, excise taxes or penalties under ERISA, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.8(c) with respect to proceedings to enforce rights to indemnification and advancement, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 4.8(a) or any other provision of this Agreement, for so long as the Company is subject to the Investment Company Act, the Company shall not indemnify an Indemnitee to the extent such indemnification would violate the Investment Company Act.

  • Other Termination Rights This Agreement may be terminated at any time prior to the Closing by the applicable party if and to the extent permitted in Part V of Appendix B.

  • Subrogation Rights If any amount shall be paid to the Guarantor on account of subrogation rights at any time when all the Guaranty Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Administrative Agent and shall forthwith be paid to the Administrative Agent to be applied to the Guaranty Obligations as specified in the Loan Documents. If (a) the Guarantor makes a payment to the Administrative Agent of all or any part of the Guaranty Obligations and (b) all the Guaranty Obligations have been paid in full and the Commitments have terminated, the Administrative Agent will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty of any kind whatsoever, necessary to evidence the transfer by subrogation to the Guarantor of any interest in the Guaranty Obligations resulting from such payment by the Guarantor. The Guarantor hereby agrees that it shall have no rights of subrogation, reimbursement, exoneration, contribution or indemnification or any right to participate in any claim or remedy of the Administrative Agent or any Lender against BLFC with respect to amounts due to the Administrative Agent or the Lenders until such time as all obligations of BLFC to the Lenders and the Administrative Agent have been paid in full, the Commitments have been terminated and the Credit Agreement has been terminated.

  • Anti-Dilution Rights (a) If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant. (b) If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant. (c) The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Information Rights So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Appropriation rights overridden This Clause 17 and any notice which the Agent gives under Clause 17.2 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.

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