Operational Limitations Sample Clauses

Operational Limitations. Do not cut and patch operational elements or related components in a manner that would result in reducing their capacity as intended. Do not cut and patch operating elements or related components in a manner that would result in increased maintenance or decreased operational life or safety. 1. Obtain approval of the cutting and patching proposal before cutting and patching operating elements or safety related systems.
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Operational Limitations. This Ageement shall not be construed to authorize the operation of any vehicle or combination of vehicles upon the highways of any signator jurisdiction in excess of the maximum weight, width, length or height allowed by the laws of such jurisdiction in which the vehicle is being operated, or contrary to any other provision of the laws, safety rules and regulations, and violation of said laws by any owner or operator, or agent thereof, shall constitute grounds for suspension or revocation of benefits ' granted herein. It is further provided that signator jurisdictions reserve the right to cancel the benefits of this Agreement as to any individual operator or owner or carrier if any requirements of this Agreement are not complied with.
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Operational Limitations. To be provided upon execution of the Turbine Supply Agreement. Other Project Assets Descriptions of other Project Assets to be provided when available to Seller. Date: [ ] With respect to: [NOTE: insert Unit number, Unit Group number, or notation that this certificate is submitted with respect to the Project as a whole]
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Operational Limitations. Facilities are limited in their precision, which affects DWP’s ability to regulate flows. SCE reservoirs regulate flow in Rush Creek upstream of Grant Lake Reservoir and in Xxx Xxxxxx Creek. Discuss the operational limitations and accuracy of each facility.
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Operational Limitations. In exercising its right of Company Dispatch/Charge, Company shall use reasonable efforts to comply with the applicable Operational Limitations. In the event a Company Dispatch/Charge does not conform to the Operational Limitations, Seller shall (i) immediately notify Company of the non-conformity; and (ii) notwithstanding the non-conformity, unless otherwise directed or instructed by Company, provide the Energy Storage Services as close to that directed by a Company Dispatch/Charge within the applicable Operational Limitations.
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Operational Limitations. In exercising its right of Company Dispatch/Charge, Company shall use reasonable efforts to comply with the applicable Operational Limitations. In the event a Company Dispatch/Charge does not conform to the Operational Limitations, Seller shall (i) immediately notify Company of the non- conformity; and (ii) notwithstanding the non-conformity, unless otherwise directed or instructed by Company, provide the Energy Storage Services as close to that directed by a Company Dispatch/Charge within the applicable Operational Limitations. ‌‌‌ (b) (c) Failure to Comply; Seller-Attributable Unavailability. Company may require deration or outage in response to the Facility’s failure to comply with Company Dispatch/Charge or to any conditions of Seller-Attributable Unavailability. A deration or outage required by Company pursuant to the preceding sentence shall be considered an Unplanned Deration and shall “count against” Seller for the purpose of calculating the Annual EAF and Annual EFOF until the conditions that led to the deration or outage are resolved by Seller and Seller notifies Company of same. If, after such notification, Company attempts to dispatch the Facility and determines that such conditions that led to the deration or outage are not resolved, all time from the notice of resolution to actual resolution shall be revised as continuance of the deration or outage. If Seller requests confirmation from Company that Seller’s actions to‌‌‌‌ resolve such conditions that led to the deration or outage were successfully completed, then Company shall use reasonable efforts to respond to such request within three (3) Business Days in writing (with Email being acceptable) to allow Seller the opportunity to take further appropriate corrective actions if needed.
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Operational Limitations. If at any time Manager is materially limited in managing the Residential Project or maintaining the Common Elements, in each case in accordance with Xxxx-Xxxxxxx Standards and otherwise in conformity with the requirements of this Agreement, the Condominium Instruments, the Rules and Regulations and Applicable Laws, for any reason (except to the extent caused by an Event of Default/Manager) including, without limitation, (a) governmental laws, rules, or regulations hereafter enacted; (b) the failure of the Condominium and/or the Unit Owners Assembly, as applicable, to Approve the Budget when required to do so or to provide sufficient funds in accordance with the Budget and any variances or modifications thereto made in accordance with the terms of this Agreement; (c) the rejection by the Unit Owners, the Condominium or the Unit Owners Assembly of expenditures for Reserve Account Obligations, or (d) any Unit Owner is or becomes a Specially Designated National or Blocked Person or a Unit is leased or sold to any Person who is, or who is an Affiliate of, a Specially Designated National or Blocked Person, and such occurrence legally restricts Manager or any of its Affiliates from providing services to or receiving payments from the Condominium; provided that any such occurrence in (a) – (d) is not remedied within 30 days after written notice thereof and such limitation materially and adversely prevents Manager from providing or performing the Management Services in substantial accordance with Xxxx-Xxxxxxx Standards or from maintaining the Common Elements in substantial accordance with Xxxx-Xxxxxxx Standards, Manager may terminate this Agreement by written notice given to the Condominium. Such termination shall be effective no less than sixty (60) days after the date such notice is given to the Condominium, provided that such notice of termination shall be null and void if such limitation is cured within thirty (30) days after the Condominium’s receipt of such notice, and provided further that if such limitation is not susceptible of cure within sixty (60) days, then so long as the Condominium has commenced to cure such limitation within such sixty (60)) day period and is diligently pursuing such cure to completion, the time to cure shall be extended for the period necessary to cure such limitation, but in no event to exceed a total of one hundred twenty (120) days. If the parties disagree as to whether or not Manager is able to manage the Residential Project or...
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Related to Operational Limitations

  • Additional Limitations The issuance of ADSs against deposits of Shares generally or against deposits of particular Shares may be suspended, or the deposit of particular Shares may be refused, or the registration of transfer of ADSs in particular instances may be refused, or the registration of transfers of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Share Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Shares are listed, or under any provision of the Deposit Agreement or the representative ADR(s), if applicable, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases, to Section 7.8.

  • Additional Limitation (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (ii) For purposes of this Section 6(b), the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • General Limitations Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement:

  • Survival; Limitations (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordingly. The rights and obligations of ATS, Photowatt and each of their respective Indemnified Persons under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party of any Assets or Liabilities. (b) The amount of any Losses for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Losses, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, if any, of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses plus the amount received from the third Person in respect thereof, over (Y) the full amount of such indemnifiable Losses. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.

  • ANNUAL LIMITATION Notwithstanding anything contained in this Agreement to the contrary, and with respect to each Tax Year of the Tax Limitation Period beginning after the first Tax Year of the Tax Limitation Period, in no event shall (i) the sum of the maintenance and operations ad valorem taxes paid by the Applicant to the District for such Tax Year, plus the sum of all payments otherwise due from the Applicant to the District under Articles IV, V, and VI of this Agreement with respect to such Tax Year, exceed (ii) the amount of the maintenance and operations ad valorem taxes that the Applicant would have paid to the District for such Tax Year (determined by using the District’s actual maintenance and operations tax rate for such Tax Year) if the Parties had not entered into this Agreement. The calculation and comparison of the amounts described in clauses (i) and (ii) of the preceding sentence shall be included in all calculations made pursuant to Article IV of this Agreement, and in the event the sum of the amounts described in said clause (i) exceeds the amount described in said clause (ii), then the payments otherwise due from the Applicant to the District under Articles IV, V, and VI shall be reduced until such excess is eliminated.

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • Additional Limited Partners Subject to the other terms of this Agreement, the rights and obligations of an Additional Limited Partner to which Units are issued shall be set forth in such Additional Limited Partner’s Partner Agreement, the Unit Designation relating to the Units issued to such Additional Limited Partner or a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement (but shall not require the approval of any Limited Partner) and shall be incorporated herein by this reference. Such rights and obligations may include, without limitation, provisions describing the vesting of the Units issued to such Additional Limited Partner and the reallocation of such Units or other consequences of the Withdrawal of such Additional Limited Partner other than due to a breach of any of the covenants in Section 2.13(b) or, if applicable, any of those provided in such Additional Limited Partner’s Partner Agreement.

  • General Limitation Xxxxxx Mae shall be liable under the terms of the Lower Tier Classes, the Certificates and this Trust Agreement only to the extent of faithful performance of the duties and responsibilities imposed by the terms of the Lower Tier Classes, the Certificates and this Trust Agreement.

  • Additional Limitations of Liability Except as otherwise provided under the ISO OATT, the NTO shall not be liable for any indirect, consequential, exemplary, special, incidental or punitive damages including, without limitation, lost revenues or profits, the cost of replacement power or the cost of capital, even if such damages are foreseeable or the damaged party has been advised of the possibility of such damages and regardless of whether any such damages are deemed to result from the failure or inadequacy of any exclusive or other remedy. The ISO shall not be liable to the NTO or any other party for any damages resulting from any act or omission in any way associated with this Agreement, except to the extent provided for under the ISO OATT.

  • GEOGRAPHICAL LIMITS The Recipient shall be bound to this Agreement with: (check one)

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