Nature of Service. 3.1 ISO-NE and the NYISO shall, to the maximum extent each deems consistent with the safe and proper operation of its system, the furnishing of economical, dependable and satisfactory services by its participants, and the obligations of its participants to other parties, make available to the other Party when a system Emergency exists on the other Party's system, Emergency Energy from its system's available generating capability in excess of the system’s load requirements (i.e., load requirements alone, not load plus reserve requirements) up to the transfer limits in use between the two Balancing Authority Areas. Emergency Energy is provided in cases of emergency outages of generating units, transmission lines or other equipment, or to meet other sudden and unforeseen circumstances such as forecast errors, or to provide sufficient Operating Reserve. Normally, a Party requests Emergency Energy from the other Party as a last resort, when market-based real-time energy transactions are not available, or not available in a timely fashion in order to maintain its ten-minute reserve requirement. At the time the Emergency Energy sale is being initiated, the Party delivering such Emergency Energy shall describe the Emergency Energy transaction as being one of the following: (1) “delivered out of ten-minute reserve”; (2) “delivered out of thirty-minute reserve” where such a delivery could reasonably be expected to be recalled if the Party delivering the Emergency Energy needed the generation for a reserve pick-up or other Emergency; or (3) “delivered above and beyond ten-minute and thirty-minute reserves” where the Party delivering such Emergency Energy is normally expected to be able to continue delivering the energy following a reserve pick-up.
3.2 The Parties are participants in the NPCC and are expected to comply with NPCC Criteria, Guides and Procedures. Such NPCC Criteria, Guides and Procedures include “Emergency Operation Criteria” (Document A-3), which describes the basic factors to be considered by a Balancing Authority Area in formulating plans and procedures to be followed in an Emergency. A principle of operation in this NPCC Criteria is that upon receiving a request for assistance to mitigate an Emergency, a Balancing Authority Area would provide “maximum reasonable assistance” to a neighboring Balancing Authority Area. Such reasonable assistance would not normally require the shedding of firm load.
3.3 Normally, the Party experiencing or anticipating a...
Nature of Service. Seller’s obligations to make available and deliver to Buyer the Products shall be on a Unit Contingent basis; provided, however, that the foregoing shall not be construed to eliminate, limit, or otherwise restrict Buyer’s rights or remedies provided in this Agreement in the event of the occurrence of a Unit Contingency. Without limiting the foregoing and for the avoidance of doubt, in the event of a Unit Contingency, Seller shall be subject to any liquidated damages applicable in the event of a Unit Contingency pursuant to Section 4.3(b) and Section 6.1 and the other requirements of Section 4.3(b) and Section 6.1 in respect of the shortfalls described therein. The burden of establishing the existence and extent of any Unit Contingency shall be on Seller. Except to the extent required by a Unit Contingency or permitted or required by Section 7.4, Seller shall operate (or cause to be operated) the Facility, and shall not interrupt, curtail or otherwise reduce the availability or deliveries from the Facility or otherwise of the Products, such that, at all times during the Delivery Term and whether or not Seller is, for any period, at, above or below the Annual Guaranteed Energy Quantity, Minimum Two Consecutive Contract Year Energy Quantity or Minimum Three Contract Year Energy Quantity or any other production requirement set forth in this Agreement, (i) Contract Energy is actually generated by the Generating Facility, injected at the Injection Point and delivered to Buyer at the Energy Financial Delivery Point in the Applicable Market (up to the Maximum Delivered Contract Energy in each applicable MISO Settlement Interval) and (ii) the required amounts of other Products are provided to Buyer in accordance with this Agreement. Without limiting the foregoing, absent a Unit Contingency, Seller shall not interrupt, curtail or otherwise reduce the availability or deliveries of Contract Energy for which the LMP exceeds the Minimum Market Price in either MISO Market, regardless of prices or other economic conditions at the Electric Interconnection Point or Injection Point. For any Contract Energy interrupted, curtailed or otherwise reduced by Seller in violation of the immediately preceding sentence, Seller shall pay to Buyer the amount, if positive, equal to
(a) the LMP that would have been payable to Buyer pursuant to Section 7.8 (by MISO pursuant to a Financial Schedule or directly by Seller) if such Contract Energy had been generated, minus (b) the Energy Price...
Nature of Service. Client is an employer, and Client agrees that it is Client’s sole legal responsibility to pay any applicable employment taxes. PrimePay’s tax service merely facilitates the payment of such taxes, and Client agrees that the underlying tax liability is Client’s liability and not PrimePay’s liability. PrimePay agrees that, upon the start date communicated to Client following PrimePay’s acceptance of this Agreement, and for as long as this Agreement is in effect and Client is utilizing PrimePay for the processing of its payroll, PrimePay will (1) collect from client, hold in a separate PrimePay Tax Trust Account (the “Trust Account”), and deposit with an appropriate authorized depository on or before the applicable statutory deadlines, the required Federal, State and Local payroll tax withholding and employer obligations, and (2) prepare and file all required Federal, State, and Local payroll tax returns, forms and reports. Client acknowledges and agrees that PrimePay shall retain any interest earned on the Trust Account, and Client waives any and all claims to such interest. LIMITATIONS: In addition to the limitations contained in the Agreement, PrimePay shall not be liable for tax deficiencies, interest charges and/or penalty assessments associated with any payroll tax payment or the failure to timely file or make any required payroll tax payment unless such deficiencies, interest charges and/or penalty assessments result from the negligence CLIENT RESPONSIBILITIES: Client acknowledges that PrimePay’s tax service automatically generates state and Federal employment and unemployment tax deposits and returns which ultimately rely on data supplied to PrimePay by Client. Client acknowledges that PrimePay will rely on the payroll data supplied to it by Client as it automatically completes and submits filings to government agencies or other third parties. Client further agrees immediately to provide PrimePay with copies of any notices or correspondence (including coupon booklets, quarterly and annual tax returns, etc.) received from any Federal, State or Local tax authority with respect to tax return or deposits made by/with PrimePay. Client shall maintain sufficient funds in its designated payroll account (and payroll tax account, if a separate account) necessary for PrimePay to perform the services provided hereunder, including without limitation for the purposes of SERVICE FEES: Client shall pay PrimePay a service fee for the tax services described above in acc...
Nature of Service. The services provided include:
Nature of Service. Xcel Energy agrees to sell and Xxxxxxxx agrees to purchase gas service on a firm basis at the nominal delivery pressure of psig for Customer's use solely for the operation of gas equipment now or to be installed by Customer at Customer's service address.
Nature of Service. This Agreement shall become effective only upon (i) execution by Buyer of the Pricing Attachment and this Agreement; and (ii) the earlier of execution of this Agreement by Direct Energy or written confirmation by Direct Energy of its acceptance of this Agreement to Buyer. Upon such effectiveness, Direct Energy will provide PSC Services and Electricity to meet Buyer’s full usage requirements at Buyer’s Facility(ies) and Buyer will receive and pay for PSC Services and Electricity to meet such usage requirements. Direct Energy will deliver Electricity to the Host Utility for delivery to Buyer’s Facility(ies).
Nature of Service. During the Term of Employment, Executive agrees to perform such services as are consistent with his position as Vice-President--Exploration and Chief Geophysicist or as from time to time shall be assigned to him by the CEO or his designee. Executive shall devote so much of his time, attention and skills to the business of Company as is necessary to properly perform his duties and responsibilities. Executive shall not, during the Term of Employment, be engaged in, or represent any party other than Company in connection with the provision of any services whatsoever without the prior written consent of the CEO or his designee. Executive shall perform his duties under this Agreement diligently with fidelity and loyalty and in a competent manner consistent with the level of his responsibilities.
Nature of Service. Subject to all terms and conditions contained herein and in Xcel Energy’s tariff(s) on file
Nature of Service. Client is an employer, and Client agrees that it is Client’s sole legal responsibility to pay any applicable employment taxes. PrimePay’s tax service merely facilitates the payment of such taxes, and Client agrees that the underlying tax liability is Client’s liability and not PrimePay’s liability. PrimePay agrees that, upon the start date communicated to Client following PrimePay’s acceptance of the Agreement, and for as long as the Agreement is in effect and Client is utilizing its SyncHR platform for the processing of its payroll, PrimePay will (1) collect from client, hold in a separate PrimePay Tax Trust Account (the “Trust Account”), and deposit with an appropriate authorized depository on or before the applicable statutory deadlines, the required Federal, State and Local payroll tax withholding and employer obligations, and (2) prepare and file all required Federal, State, and Local payroll tax returns, forms and reports. Client acknowledges and agrees that PrimePay shall retain any interest earned on the Trust Account, and Client waives any and all claims to such interest.
Nature of Service. Employee shall devote substantially all of his business time, attention, and energies to the business of Employer (or such other business as the Board of Directors of Employer may from time to time direct) and shall not, during the term of this Agreement, be engaged in any other business activity, whether or not such other business activity is pursued for gain, profit, or other pecuniary advantage, which would materially impair his freedom to fulfill his duties to Employer under this agreement without consent of the Board of Directors of Employer. Nothing in this paragraph shall be construed as preventing Employee from investing his assets, nor from spending time or service in the operating of the affairs of the companies or other enterprises in which such investments are made. Employee shall well and faithfully perform his duties under this Agreement with fidelity and loyalty, and in a manner consistent with the level of responsibility contemplated and in compliance with Board directions and written company policies.
