Access Rights Upon reasonable notice and supervision by the Granting Party, and subject to any required or necessary regulatory approvals, either the Connecting Transmission Owner or Developer (“Granting Party”) shall furnish to the other of those two Parties (“Access Party”) at no cost any rights of use, licenses, rights of way and easements with respect to lands owned or controlled by the Granting Party, its agents (if allowed under the applicable agency agreement), or any Affiliate, that are necessary to enable the Access Party to obtain ingress and egress at the Point of Interconnection to construct, operate, maintain, repair, test (or witness testing), inspect, replace or remove facilities and equipment to: (i) interconnect the Large Generating Facility with the New York State Transmission System; (ii) operate and maintain the Large Generating Facility, the Attachment Facilities and the New York State Transmission System; and (iii) disconnect or remove the Access Party’s facilities and equipment upon termination of this Agreement. In exercising such licenses, rights of way and easements, the Access Party shall not unreasonably disrupt or interfere with normal operation of the Granting Party’s business and shall adhere to the safety rules and procedures established in advance, as may be changed from time to time, by the Granting Party and provided to the Access Party. The Access Party shall indemnify the Granting Party against all claims of injury or damage from third parties resulting from the exercise of the access rights provided for herein.
Assignee’s Rights As Purchaser
a. Notwithstanding any provisions to the contrary in these Conditions of Sale, the Assignee shall be entitled to bid for the Property whether by itself or its agent and without having to pay any deposit whatsoever.
b. In the event the Assignee is declared the Purchaser:-
(i) The Assignee is at liberty to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto;
(ii) If approvals from any relevant authorities are required in respect of the purchase, then the Assignee shall apply for the approvals after the successful bid and shall only be required to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto within ninety (90) days from the date of receipt by the Assignee of all the approvals;
(iii) However for avoidance of doubt, nothing in the foregoing shall restrict the Assignee’s right or discretion to pay the full purchase price by way of set off before the approvals have been obtained;
(iv) If any of the approvals are not obtained or are obtained but subject to conditions which are not acceptable to the Assignee, the Assignee shall be entitled to terminate the purchase of the Property and the purchase price or part thereof paid including the deposit which has been paid by way of a reduction of the indebtedness owing to the Assignee or by way of set off shall be reversed and parties shall be placed back in position as if this sale has not taken place;
(v) The Assignee shall be entitled at its absolute discretion to assign, novate or transfer all or any of its rights, obligations and interests hereunder to a third party in the event that the Assignee exercises its rights to bid for and/or purchase the Property. - Vis-à-vis The Auction
c. The Assignee shall be and is hereby at liberty to postpone, adjourn, stand down, call off, withdraw or vacate the auction sale at any time before the fall of hammer with or without notice and without having to provide any reason(s) or ground(s) whatsoever.
d. Thereafter, the Assignee is entitled to resell the Property at any time subject to such conditions and provisions whether identical with or differing wholly or in part from the conditions and provisions applicable to the Property to be auctioned at the present auction and in such manner as the Assignee may think fit.
BOARD'S RIGHTS The Board has the right to determine the purpose of its constituent agencies, set standards of service to be offered to the public, and exercise control and discretion over its organization and operations. The Board may direct its employees, take disciplinary action for just cause, and relieve its employees from duty because of lack of work, or other legitimate reasons, provided, however, that the exercise of such rights shall not preclude employees or their Union from raising grievances, should decisions on the above matters have the practical consequences of violating the terms and conditions of any collective bargaining agreement in force.
SET-OFF RIGHTS The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller.
Setoff Rights During the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from time to time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s Affiliates at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances are then due to such Borrower or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations; except that no Lender shall exercise any such right without the prior written consent of Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations. Each Borrower agrees, to the fullest extent permitted by law, that any Lender and any of such Lender’s Affiliates may exercise its right to set off with respect to the Obligations as provided in this Section 10.6.
Owner’s Rights B.1.1 The Owner shall have the right to perform work related to the project and to award contracts in connection with the project that are not part of the Consultant’s responsibilities under the AGREEMENT. The consultant shall notify the Owner in writing if any such independent action will in any way compromise the Consultants’ ability to meet their responsibilities under the AGREEMENT.
B.1.2 The Owner reserves the right to approve the consultant’s personnel and to require a replacement satisfactory to the Owner. The Owner reserves the right to have such person replaced if, in the judgment of the Owner, any such person proves unsatisfactory. However, such replacement must fit within the rate/fee structure; in the alternative, the Owner shall have the option for a higher rate person for which the Consultant shall be compensated at the higher rate.
B.1.3 The Owner shall have the right to effect the removal of any of the Consultant’s employees at any time during the duration of the AGREEMENT if that employee is deemed not to be of the level of competence or ability required under the AGREEMENT, or said employee is for any reason found to be unsuitable for the work. In such case, the Consultant shall promptly submit the name and qualifications of a replacement for approval by the Owner.
B.1.4 The Owner shall have the right to assign the administration of any or all contracts related to this project from the Owner to another State Agency, Authority or Commission at any time during the life of the project. In doing so, the Consultant agrees to continue to perform all contractual work under the AGREEMENT. The Consultant shall make no claim against the Owner in the event of such assignment.
B.1.5 The Owner may make changes in the scope of services within the general scope of the AGREEMENT. The Owner may also make changes to the scope of the project which may give rise to changes in the scope of the Consultant services. In such case, the Consultant shall be entitled to an adjustment in fee and in other terms and conditions of the AGREEMENT.
Customer’s Obligations The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier; in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
Party B’s Rights and Obligations 9.2.1 Party B guarantees that it will use the Leased Unit properly according to the Agreement, be responsible for its own profits and losses and operate independently;
9.2.2 After being submitted to Party A for examination and approval, the Leased Unit shall be renovated at its own expense; The decoration of Leased Unit must abide by the codes, regulations and requirements on decoration formulated by Party A and the property company, and accept the supervision of Party A;
9.2.3 After the expiration of the lease term, if Party B needs to renew the agreement, it shall submit a written application to Party A three months before the expiration of the Agreement. After both parties reach an agreement on renewing the agreement, they shall renew the agreement 30 days before the expiration of the Agreement. Otherwise, Party B shall be deemed to have given up the priority to lease;
9.2.4 Party B shall pay rent, property management fee, water and electricity fee on time and in quantity, and pay relevant taxes and fees to the state and local government by itself. Party B shall guarantee legal operation during the lease term, and shall not be in arrears with employees’ wages; otherwise, all liabilities arising therefrom shall be borne by Party B itself;
9.2.5 During the lease term, Party B shall reasonably utilize, actively maintain, and repair the Leased Unit and the equipment and facilities in the Leased Unit to ensure the overall safety and normal operation of the Leased Unit, and all expenses arising from the repair and maintenance shall be borne by Party B;
9.2.6 Party B shall bear the fire safety responsibility of the Leased Unit. Party B shall not store or allow others to store inflammable, explosive, toxic and other dangerous goods in the Leased Unit. If a fire accident occurs in the Leased Unit, unless the national fire safety department proves that the cause of the accident has nothing to do with Party B, all its responsibilities shall be borne by Party B; In case of property and personnel casualties of Party A or others, Party B shall bear all compensation responsibilities;
9.2.7 Party B shall accept and cooperate with the unified management of Party A and the property management company, and abide by the property management regulations, codes and relevant unified charging standards of the Building;
9.2.8 During the lease term, Party B shall insure its own property and personnel in the Leased Unit and go through the insurance formalities by itself. Party B shall be responsible for the safety of personnel and property in the Leased Unit, and shall be responsible for the safety of ancillary facilities, personnel and articles in the Leased Unit. In case of loss or damage of articles, and injury or death of people in the Leased Unit, all the consequences and responsibilities shall be borne by Party B independently;
9.2.9 The procedures such as industrial and commercial procedures, and tax registration procedures, as well as the licenses such as fire protection license or other business license required by Party B shall be handled by Party B itself, and the expenses shall be borne by Party B. The consequences and responsibilities caused by incomplete procedures or licenses shall be borne by Party B itself;
9.2.10 Without the prior written consent of Party A, it is not allowed to use the name of Party A or the Building or the name of 「Xiangjiang Financial Center」 and its related trade names and trademarks for social activities, publicity, commodity packaging, printing, advertising, making badges, etc., but it does not include the use of 「Xiangjiang Financial Center」 as the address of its business or commodity packaging;
9.2.11 Party B shall not destroy, damage or smear any part of the Building, or any decorations in public areas, stairs, elevators and escalators, and shall not smear, deface, post advertisements around the Leased Unit, set up stalls, or do other acts that hinder the overall cleanliness. Party B shall promptly dispose of any packing, cartons, garbage or other obstacles of any kind or nature left or untreated in the public areas, so as not to affect the hygiene and cleanliness of the public areas;
9.2.12 Without Party A’s consent, Party B can only register one business entity in the Leased Unit. If Party B registers a business entity in the Leased Unit, Party B and the business entity registered by Party B guarantee that they shall jointly perform all obligations of this Agreement; If Party B needs to transfer Party B’s rights and obligations in this Agreement to the newly registered business entity, it shall issue copies of business license and tax registration certificate with official seal and issue a written notice to Party A on the establishment date of the newly registered business entity, and Party A, Party B and the newly registered business entity can sign the rights and obligations transfer agreement only on the premise that Party B and its guarantor guarantee to bear joint and several guarantee liabilities for Party B’s newly registered business entity to fulfill all obligations under this Agreement;
9.2.13 Accept and abide by the management rules and regulations of the Building.
Bank’s Rights 3.1 The Bank shall have a right to:
(a) Recover the Rent and any other cost incurred by the Bank in relation to the Locker to the debit of the Customer’s account, in the event the same is not paid by the Customer, when due; and
(b) Refuse access to the Locker-
(i) In case the rent due on the Locker remains unpaid; and
(ii) Customer fails to provide proof of identity when demanded by the Bank, at the time of seeking access to the Locker.
Fund's Right to Proceed Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.
