Reasons for Step-In Sample Clauses

Reasons for Step-In. Without prejudice to the Authority’s rights otherwise set out in this Project Agreement, if the Authority reasonably believes that it needs to take action in connection with the provision of the Services: (a) because a serious risk exists to the health or safety of persons or property or to the environment; or (b) to discharge a statutory duty; or (c) because in the reasonable opinion of the Authority’s Representative the circumstances constitute an Emergency; or (d) due to the failure of PPP Co. to provide the Services in accordance with the Project Agreement where such failure is materially prejudicial to the ability of the Authority to carry out the [●]24 at the Project Facilities] then the Authority will be entitled to take action in accordance with Clauses 19.2 (Notification of Step-In) and 19.3 (Required Action).
Sample 1
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Reasons for Step-In. If the Authority reasonably believes that it needs to take action in connection with the provision of the Services: (a) because a serious risk exists to the health or safety of persons or property or to the environment; and/or (b) to discharge a statutory duty; and/or (c) because in the reasonable opinion of the Authority’s Representative the circumstances constitute an Emergency; and/or 16.1 In some circumstances, the Authority may wish to take action itself in relation to the Services if there is a need to prevent or mitigate a serious risk to health, safety (person or property) or the environment or to discharge a statutory duty. Such a right may arise due to matters outside the scope of the work of PPP Co. or may arise due to PPP Co. being in breach of obligations under the Project Agreement. 16.2 Such a right of the Authority is often referred to as “step-in” (and this is the terminology used here for that reason), as it involves the Authority taking over some or all of the obligations of PPP Co. for a period. It should, however, be viewed as being entirely different in nature and purpose from a step-in by Senior Lenders under a direct agreement and separate from the PPP Co. Default provisions. Essentially, the focus of the right is a serious short term problem that can or must be solved quickly, where the Authority is in a better position to do this than PPP Co. The Authority should not in any situation be obliged to step-in. 16.3 If there has been no breach by PPP Co. in the circumstances set out above the Authority should notify PPP Co. that it plans to step-in and the extent of such step-in. To the extent the Authority steps in, it will be effectively removing any obligations affected by such step-in from PPP Co. and performing them itself. 16.4 During its step-in, if the Authority needs to act for reasons external to PPP Co., the Authority should pay for the Service as if the Service had been fully performed, subject only to any deductions to be made in respect of parts of the Service still provided by PPP Co. (e.g. to reflect performance on that part) and unaffected by the Authority’s step-in. Payment should be conditional upon PPP Co. agreeing to provide reasonable assistance to the Authority at this time. 16.5 The Authority should bear all its own costs incurred by stepping-in in this circumstance. 16.6 If PPP Co. breach gives rise to a need for the Authority to step-in in the circumstances set out above and PPP Co. has failed to remedy the br...
Sample 1

Related to Reasons for Step-In

  • Motions for Directions (1) Class Counsel or the Settling Defendants may apply to the Ontario Court and/or such other courts as may be required by the Courts for directions in respect of the interpretation, implementation and administration of this Settlement Agreement. Unless the Courts order otherwise, motions for directions that do not relate specifically to the matters affecting the Quebec Action shall be determined by the Ontario Court. (2) All motions contemplated by this Settlement Agreement shall be on notice to the Parties.

  • Reasons for Leave Family Care and Medical Leave may be granted for reason of the birth of a child of the employee, or the placement of a child with an employee in connection with the adoption or xxxxxx care of the child by the employee. If the leave is taken for any of these reasons, the leave must be concluded within twelve (12) months of the birth, the adoption, or the xxxxxx care placement of the child. In addition, leave may be granted because of the serious health condition of a child of the employee, the employee's own serious health condition, or the care of a parent or spouse who has a serious health condition.

  • GROUNDS FOR DIVORCE This Agreement shall remain in effect only if the grounds for Divorce are due to the following: (check all that apply)

  • Charges for Services In consideration for the Services, Client agrees to pay to Consultant the sum of Two Hundred Thousand (200,000) shares of the common stock of Client, which shall be issued to Consultant as soon as practical following execution hereof, free and clear of all liens, encumbrances and restrictions as provided in Section 4 hereof.

  • Fees for Services The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

  • Deadline for Submission of Bids 19.1 Bids must be received by the Purchaser at the address specified under ITB Clause 18.2 no later than the time and date specified in the Bid Data Sheet.

  • Procedures for Surrender (i) As promptly as practicable after the Effective Time (but in no event later than three (3) Business Days thereafter), Parent shall cause the Paying Agent to mail or otherwise provide each holder of record of Eligible Common Shares that are (A) Certificates or (B) Book-Entry Shares not held, directly or indirectly, through DTC notice advising such holders of the effectiveness of the Merger, which notice shall include (1) appropriate transmittal materials (including a customary letter of transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Shares shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or the surrender of such Book-Entry Shares to the Paying Agent (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable (such materials to be in such form and have such other provisions as Parent and the Company may reasonably agree), and (2) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares to the Paying Agent in exchange for the Per Share Common Stock Merger Consideration that such holder is entitled to receive as a result of the Merger pursuant to this Article IV. (ii) With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Eligible Common Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Common Stock Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IV. (iii) Upon surrender to the Paying Agent of Eligible Common Shares that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) together with the letter of transmittal, duly completed and executed, and such other documents as may be reasonably required by the Paying Agent, (B) are Book-Entry Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this 4.2(c)(iii), pursuant to such materials and instructions contemplated by Section 4.2(c)(i), and (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 4.2(a)(i), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay and deliver, out of the Exchange Fund, as promptly as practicable to such holders of Eligible Common Shares, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the product obtained by multiplying (1) the number of Eligible Common Shares represented by such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.2(f)) or such Book-Entry Shares by (2) the Per Share Common Stock Merger Consideration, and each Certificate so surrendered shall forthwith be cancelled. (iv) In the event of a transfer of ownership of any Certificate that is not registered in the stock transfer books or ledger of the Company or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the stock transfer books or ledger of the Company, a check for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the Paying Agent. Payment of the Per Share Common Stock Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company. (v) For the avoidance of doubt, no interest shall be paid or accrued for the benefit of any holder of Eligible Common Shares on any amount payable upon the surrender of any Eligible Common Shares.

  • Reasons for Termination Executive’s employment hereunder may or will be terminated during the Employment Period under the following circumstances:

  • Addresses for Service The address for service of notice of each of the parties hereto is as follows:

  • Informal Step As an informal step, the employee is encouraged to make an xxxxxxx effort to resolve the grievance directly with the management person to whom he reports. At his option, the employee may be accompanied by the Shop Xxxxxxx for the department in which the employee works.

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