Common use of Rights in Respect of Corresponding Entitlements Clause in Contracts

Rights in Respect of Corresponding Entitlements. (a) The Operator will not be entitled to claim or recover from the Owner any amount greater than the compensation, relief or remedy payable or allowable from AT&T or Wal-Mart to the Owner in respect of the Corresponding Entitlement of the Operator. (b) The Operator must, in relation to any claim by the Operator arising out of or in connection with any Corresponding Entitlement, reasonably cooperate with and assist the Owner in negotiations and dispute resolutions under the AT&T PPA or Wal-Mart PPA, as applicable. (c) The Owner will pursue claims against AT&T or Wal-Mart (as applicable) which relate to Corresponding Entitlements provided the claim embodied in the Corresponding Entitlement is not frivolous, vexatious or trivial. The Owner may decide not to pursue a genuine Corresponding Entitlement (i.e., one which is not frivolous, vexatious or trivial) of the Operator, if it agrees to pay the Operator a reasonable settlement in relation to that Corresponding Entitlement. (d) The Operator indemnifies the Owner for the Owner’s costs of pursuing a Corresponding Entitlement including adverse costs awards and judgments or other determinations provided that the Owner will bear such proportion of such costs as may be reasonably attributed to a Owner claim which does not form part of a Corresponding Entitlement. (e) Subject to Section 3B.2(f) the Operator will accept in full satisfaction of any Corresponding Entitlement the amount agreed by the Owner and AT&T or Wal-Mart, as applicable, (after due and proper consultation with the Operator which shall be undertaken to determine the Operator’s proper entitlements under this Section 3B) or determined under the AT&T PPA or Wal-Mart PPA, as applicable. (f) If any claim by the Owner under the AT&T PPA or Wal-Mart PPA, as applicable, includes both a claim by the Owner not referable to the Operator and a claim by the Operator under this Agreement and the aggregate amount recoverable from AT&T or Wal-Mart, as applicable, under the AT&T PPA or Wal-Mart PPA, as applicable, (“Recoverable Amount”) is less than the amount claimed by the Owner and the Operator, the Parties will seek to agree to that the proportion of the Recoverable Amount to which they are entitled, and if the Parties fail to so agree, the determination as to the proportion of the Recoverable Amount to which they are each entitled will be referred to dispute resolution under this Agreement and be determined on the basis of what is fair and reasonable having regard to the proportionality principle stated in this Section 3B.2(f). (g) The Operator will be bound by the outcome of any binding settlement or determination by dispute resolution under the AT&T PPA or Wal-Mart PPA, as applicable, between the Owner and AT&T or Wal-Mart, as applicable, contemplated under and effected in accordance with the mechanism set out in this Section 3B.2.

Rights in Respect of Corresponding Entitlements. (a) The Operator Seller will not be entitled to claim or recover from the Owner Buyer any amount greater than the compensation, relief or remedy payable or allowable from AT&T [***] or Wal-Mart [***] to the Owner Buyer in respect of the Corresponding Entitlement of the OperatorSeller. (b) The Operator Seller must, in relation to any claim by the Operator Seller arising out of or in connection with any Corresponding Entitlement, reasonably cooperate with and assist the Owner Buyer in negotiations and dispute resolutions under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable. (c) The Owner Buyer will pursue claims against AT&T [***] or Wal-Mart [***] (as applicable) which relate to Corresponding Entitlements provided the claim embodied in the Corresponding Entitlement is not frivolous, vexatious or trivial. The Owner Buyer may decide not to pursue a genuine Corresponding Entitlement (i.e., ie one which is not frivolous, vexatious or trivial) of the OperatorSeller, if it agrees to pay the Operator Seller a reasonable settlement in relation to that Corresponding Entitlement. (d) The Operator Seller indemnifies the Owner Buyer for the OwnerBuyer’s costs of pursuing a Corresponding Entitlement including adverse costs awards and judgments or other determinations provided that the Owner Buyer will bear such proportion of such costs as may be reasonably attributed to a Owner Buyer claim which does not form part of a Corresponding Entitlement. (e) Subject to clause Section 3B.2(f) the Operator Seller will accept in full satisfaction of any Corresponding Entitlement the amount agreed by the Owner Buyer and AT&T [***] or Wal-Mart, [***] as applicable, (after due and proper consultation with the Operator Seller which shall be undertaken to determine the OperatorSeller’s proper entitlements under this Section 3B) or determined under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable. (f) If any claim by the Owner Buyer under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable, includes both a claim by the Owner Buyer not referable to the Operator Seller and a claim by the Operator Seller under this Agreement and the aggregate amount recoverable from AT&T [***] or Wal-Mart[***], as applicable, under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable, (“Recoverable Amount”) is less than the amount claimed by the Owner Buyer and the OperatorSeller, the Parties will seek to agree to that the proportion of the Recoverable Amount to which they are entitled, and if the Parties fail to so agree, the determination as to the proportion of the Recoverable Amount to which they are each entitled will be referred to dispute resolution under this Agreement and be determined on the basis of what is fair and reasonable having regard to the proportionality principle stated in this Section 3B.2(f). (g) The Operator Seller will be bound by the outcome of any binding settlement or determination by dispute resolution under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable, between the Owner Buyer and AT&T [***] or Wal-Mart, [***] as applicable, contemplated under and effected in accordance with the mechanism set out in this Section 3B.2.

Rights in Respect of Corresponding Entitlements. (a) The Operator Seller will not be entitled to claim or recover from the Owner Buyer any amount greater than the compensation, relief or remedy payable or allowable from AT&T or Wal-Mart to the Owner Buyer in respect of the Corresponding Entitlement of the OperatorSeller. (b) The Operator Seller must, in relation to any claim by the Operator Seller arising out of or in connection with any Corresponding Entitlement, reasonably cooperate with and assist the Owner Buyer in negotiations and dispute resolutions under the AT&T PPA or Wal-Mart PPA, as applicable. (c) The Owner Buyer will pursue claims against AT&T or Wal-Mart (as applicable) which relate to Corresponding Entitlements provided the claim embodied in the Corresponding Entitlement is not frivolous, vexatious or trivial. The Owner Buyer may decide not to pursue a genuine Corresponding Entitlement (i.e., ie one which is not frivolous, vexatious or trivial) of the OperatorSeller, if it agrees to pay the Operator Seller a reasonable settlement in relation to that Corresponding Entitlement. (d) The Operator Seller indemnifies the Owner Buyer for the OwnerBuyer’s costs of pursuing a Corresponding Entitlement including adverse costs awards and judgments or other determinations provided that the Owner Buyer will bear such proportion of such costs as may be reasonably attributed to a Owner Buyer claim which does not form part of a Corresponding Entitlement. (e) Subject to clause Section 3B.2(f) the Operator Seller will accept in full satisfaction of any Corresponding Entitlement the amount agreed by the Owner Buyer and AT&T or Wal-Mart, Mart as applicable, (after due and proper consultation with the Operator Seller which shall be undertaken to determine the OperatorSeller’s proper entitlements under this Section 3B) or determined under the AT&T PPA or Wal-Mart PPA, as applicable. (f) If any claim by the Owner Buyer under the AT&T PPA or Wal-Mart PPA, as applicable, includes both a claim by the Owner Buyer not referable to the Operator Seller and a claim by the Operator Seller under this Agreement and the aggregate amount recoverable from AT&T or Wal-Mart, as applicable, under the AT&T PPA or Wal-Mart PPA, as applicable, (“Recoverable Amount”) is less than the amount claimed by the Owner Buyer and the OperatorSeller, the Parties will seek to agree to that the proportion of the Recoverable Amount to which they are entitled, and if the Parties fail to so agree, the determination as to the proportion of the Recoverable Amount to which they are each entitled will be referred to dispute resolution under this Agreement and be determined on the basis of what is fair and reasonable having regard to the proportionality principle stated in this Section 3B.2(f). (g) The Operator Seller will be bound by the outcome of any binding settlement or determination by dispute resolution under the AT&T PPA or Wal-Mart PPA, as applicable, between the Owner Buyer and AT&T or Wal-Mart, Mart as applicable, contemplated under and effected in accordance with the mechanism set out in this Section 3B.2.

Rights in Respect of Corresponding Entitlements. (a) The Operator will not be entitled to claim or recover from the Owner any amount greater than the compensation, relief or remedy payable or allowable from AT&T [***] or Wal-Mart [***] to the Owner in respect of the Corresponding Entitlement of the Operator. (b) The Operator must, in relation to any claim by the Operator arising out of or in connection with any Corresponding Entitlement, reasonably cooperate with and assist the Owner in negotiations and dispute resolutions under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable. (c) The Owner will pursue claims against AT&T [***] or Wal-Mart [***] (as applicable) which relate to Corresponding Entitlements provided the claim embodied in the Corresponding Entitlement is not frivolous, vexatious or trivial. The Owner may decide not to pursue a genuine Corresponding Entitlement (i.e., one which is not frivolous, vexatious or trivial) of the Operator, if it agrees to pay the Operator a reasonable settlement in relation to that Corresponding Entitlement. (d) The Operator indemnifies the Owner for the Owner’s costs of pursuing a Corresponding Entitlement including adverse costs awards and judgments or other determinations provided that the Owner will bear such proportion of such costs as may be reasonably attributed to a Owner claim which does not form part of a Corresponding Entitlement. (e) Subject to Section 3B.2(f) the Operator will accept in full satisfaction of any Corresponding Entitlement the amount agreed by the Owner and AT&T [***] or Wal-Mart[***], as applicable, (after due and proper consultation with the Operator which shall be undertaken to determine the Operator’s proper entitlements under this Section 3B) or determined under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable. (f) If any claim by the Owner under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable, includes both a claim by the Owner not referable to the Operator and a claim by the Operator under this Agreement and the aggregate amount recoverable from AT&T [***] or Wal-Mart[***], as applicable, under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable, (“Recoverable Amount”) is less than the amount claimed by the Owner and the Operator, the Parties will seek to agree to that the proportion of the Recoverable Amount to which they are entitled, and if the Parties fail to so agree, the determination as to the proportion of the Recoverable Amount to which they are each entitled will be referred to dispute resolution under this Agreement and be determined on the basis of what is fair and reasonable having regard to the proportionality principle stated in this Section 3B.2(f). (g) The Operator will be bound by the outcome of any binding settlement or determination by dispute resolution under the AT&T [***] PPA or Wal-Mart [***] PPA, as applicable, between the Owner and AT&T [***] or Wal-Mart[***], as applicable, contemplated under and effected in accordance with the mechanism set out in this Section 3B.2.