No Better and No Worse Sample Clauses

No Better and No Worse. 16.3.1 Any reference in this Agreement to “no better and no worse” or to leaving Developer in a “no better and no worse position” shall be construed by reference to Developer’s (and, solely with respect to the Financing Documents to which it is a party, Borrower’s): 16.3.1.1 rights, duties and liabilities under or arising pursuant to performance of this Agreement, the Financing Documents and the Key Contracts; and 16.3.1.2 ability to perform its obligations and exercise its rights under this Agreement, the Financing Documents and the Key Contracts, so as to ensure that: (a) Developer and Borrower, taken as a whole, are left in a position which is no better and no worse in relation to the Key Ratios and the Equity IRR by reference to the version of the Financial Model applicable immediately prior to the Relevant Event than had the Relevant Event not occurred; and (b) the ability of Developer to comply with this Agreement is not adversely affected or improved as a consequence of the Relevant Event.
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No Better and No Worse. Any reference in this Contract to “no better and no worse” or to leaving the Operator in a “no better and no worse position” shall be construed by reference to: (a) the Operator’s rights, duties and liabilities under or arising pursuant to performance of this Contract; (b) the Operator’s ability to perform its obligations hereunder and exercise its rights hereunder; and (c) the Operating Costs before and after, so as to ensure that: (i) the Operator is left in a position which is no better and no worse than had the Variation or Project Event not occurred; and (ii) the ability of the Operator to meet the Performance Standards is not adversely affected or improved as a consequence of the Variation or Project Event; and except to the extent that the Operator is to meet the costs (in accordance with clause 35 (Change of Law)) arising from a Deemed Authority Variation caused by a Change of Law.
Sample 1
No Better and No Worse. Any reference in this Agreement to “no better and no worse” or to leaving the Contractor in a “no better and no worse position” shall be construed by reference to the Contractor’s:- 27.4.1 rights, duties and liabilities under or arising pursuant to performance of this Agreement, the Leases, the Financing Agreements the Building Contract, the Operating Contract, the Management Services Agreement and SRF Offtake Contract respectively; and 27.4.2 ability to perform its obligations hereunder and exercise its rights under this Agreement, the Leases, the Financing Agreements the Building Contract, the Operating Contract, the Management Services Agreement and the SRF Offtake Contract respectively so as to ensure that:- (a) the Contractor can meet the cost of additional subordinated and equity especially where the cost of that has changed from Financial Close; (b) the Contractor is left in a position which is no better and no worse by reference to those areas of the Project unaffected by the Relevant Event; (c) the updated Base Case meets the Key Ratios (as defined in clause 27.6.2 below) imposed as a condition to the provision of funding to implement the Relevant Event which, for the avoidance of doubt, may be different to those prevailing in the version of the Base Case applicable immediately prior to the Relevant Event; (d) the ability of the Contractor to comply with the Output Specification and/or the Service Delivery Plan is not adversely affected or improved as a consequence of the Relevant Event; and (e) in taking into consideration any rights, duties, liabilities and obligations in the context of the SRF Offtake Contract, the parties shall (for the avoidance of doubt) take cognisance of the operation (if applicable) of the SRF Gainshare Mechanism described in paragraph 7 of Schedule 5 (Payment Mechanism).
Sample 1
No Better and No Worse. 4.7.3.1 Where the Developer is entitled to adjustments to the payments between the Parties relating to mitigating actions under Section 3.4.2 and/or Compensation Event(s) under Sections 14.1.5 and 14.3.2, the proposed adjustments shall be calculated by solving the Financial Model Update so that the Developer is left in a “no better and no worse” financial position under the Financial Model Update relative to its financial position under the Financial Model then in effect under this Agreement. 4.7.3.2 For the purposes of this Agreement, Developer shall be deemed to be in a “no better and no worse” financial position based on the following: (a) the Key Ratios set forth in the Financial Model Update are equal to the Key Ratios set forth in the Financial Model then in effect; (b) the Equity IRR set forth in the Financial Model Update is substantially equal to the Equity IRR set forth in the Financial Model then in effect (i.e., the difference, if any, is not greater than one basis point (being 0.01%); and (c) the Relevant Event does not result in a material adverse or beneficial effect on Developer's ability to comply with and perform its obligations and exercise its rights under the Contract Documents and the Financing Documents.
Sample 1
No Better and No Worse. Any reference in this PPA to “no better and no worse” or to leaving the Development Entity in a “no better and no worse position” shall be construed by reference to the Development Entity’s: (a) rights, duties and liabilities under or arising pursuant to performance of this PPA, the Financing Documents and the Key Contracts; and (b) ability to perform its obligations and exercise its rights under this PPA, the Financing Documents and the Key Contracts, so as to ensure that: (i) the Development Entity is left in a position which is no better and no worse in relation to the Key Ratios and the Equity IRR by reference to the version of the Financial Model applicable immediately prior to the Relevant Event than had the Relevant Event not occurred; and (ii) the ability of the Development Entity to comply with this PPA is not adversely affected or improved as a consequence of the Relevant Event.
Sample 1
No Better and No Worse. Any reference in this Agreement to “no better and no worse” or to leaving the Operator in a “no better and no worse position” shall be construed by reference to the Operator’s:- 44.3.1 rights, duties and liabilities under or arising pursuant to performance of this Agreement, and any key subcontracts; and 44.3.2 ability to perform its obligations and exercise its rights under this Agreement, so as to ensure that:- 44.3.3 the Operator is left in a position which is no better and no worse by reference to the version of the Payment Summary applicable immediately prior to the Relevant Event than had the Relevant Event not occurred; and 44.3.4 the ability of the Operator to comply with this Agreement is not adversely affected or improved as a consequence of the Relevant Event.
Sample 1
No Better and No Worse. 2.3.1 Any reference in this Contract to "no better and no worse" or to leaving a Party in a "no better and no worse position" shall be construed: (a) by reference to such Party's rights, duties and liabilities including the timing of any payments to be made or Losses to be incurred under or arising pursuant to performance of this Contract (and, in the case of the Contractor, the Financing Agreements and the Sub-contracts) and ability to perform its obligations and exercise its rights under this Contract (and, in the case of the Contractor, the Financing Agreements and the Sub-contracts); and (b) so as to ensure that: (i) the Contractor is left in a position which is no better and no worse in relation to the [key ratios (to include loan life cover and debt service reserve) and internal rate of return] by reference to the version of the Base Case applicable immediately prior to the adjustment to the Base Case pursuant to Clause 65.2 (Submission of Revised Base Case); and (ii) the Contractor's ability to comply with this Contract is not improved or adversely affected in comparison with its ability immediately prior to the relevant event as a consequence of the adjustment to the Base Case pursuant to Clause 65.2 (Submission of Revised Base Case).
Sample 1
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Related to No Better and No Worse

  • No Advisory Relationship YOU ACKNOWLEDGE AND AGREE THAT THE PURCHASE AND SALE OF THE WORTHY II BONDS PURSUANT TO THIS AGREEMENT IS AN ARMS-LENGTH TRANSACTION BETWEEN YOU AND WORTHY. WORTHY IS NOT AN INVESTMENT ADVISER OR BROKER/DEALER. IN CONNECTION WITH THE PURCHASE AND SALE OF THE WORTHY II BONDS, WORTHY IS NOT ACTING AS YOUR AGENT OR FIDUCIARY. WORTHY ASSUMES NO ADVISORY OR FIDUCIARY RESPONSIBILITY IN YOUR FAVOR IN CONNECTION WITH THE PURCHASE AND SALE OF THE WORTHY II BONDS. WORTHY HAS NOT PROVIDED YOU WITH ANY LEGAL, ACCOUNTING, REGULATORY, INVESTMENT OR TAX ADVICE WITH RESPECT TO THE WORTHY II BONDS. YOU HAVE CONSULTED YOUR OWN LEGAL, ACCOUNTING, REGULATORY, INVESTMENT AND/OR TAX ADVISORS TO THE EXTENT YOU HAVE DEEMED APPROPRIATE.

  • No Waiver by Course of Conduct No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

  • No Harassment Contractor does not engage in unlawful harassment, including sexual harassment, with respect to any persons with whom Contractor may interact in the performance of this Agreement, and Contractor takes all reasonable steps to prevent harassment from occurring.

  • No Felony Criminal Convictions Contractor represents that neither Contractor nor any of its employees, agents, or representatives, including any subcontractors and employees, agents, or representative of such subcontractors, have been convicted of a felony criminal offense or that if such a conviction has occurred Contractor has fully advised System Agency in writing of the facts and circumstances surrounding the convictions.

  • Independent Contractor Relationship Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever.

  • No Admission of Wrongdoing Employee agrees neither this Agreement and General Release nor the furnishing of the consideration for this Release shall be deemed or construed at any time for any purpose as an admission by Employer of any liability or unlawful conduct of any kind.

  • Nonadmission of Wrongdoing The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.

  • Reporting of Abuse, Neglect, or Exploitation Consistent with provisions of 33 V.S.A. §4913(a) and §6903, Party and any of its agents or employees who, in the performance of services connected with this agreement, (a) is a caregiver or has any other contact with clients and (b) has reasonable cause to believe that a child or vulnerable adult has been abused or neglected as defined in Chapter 49 or abused, neglected, or exploited as defined in Chapter 69 of Title 33 V.S.A. shall: as to children, make a report containing the information required by 33 V.S.A. §4914 to the Commissioner of the Department for Children and Families within 24 hours; or, as to a vulnerable adult, make a report containing the information required by 33 V.S.A. §6904 to the Division of Licensing and Protection at the Department of Disabilities, Aging, and Independent Living within 48 hours. Party will ensure that its agents or employees receive training on the reporting of abuse or neglect to children and abuse, neglect or exploitation of vulnerable adults.

  • No Joint Venture or Partnership; No Third Party Beneficiaries (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender. (b) This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

  • No Course of Dealing No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

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