Subject to Section 3. 4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.4.
Subject to Section 3. 6.1, Buyer shall supply such information as the Seller reasonably requests in connection with the operations, maintenance, regulatory requirements and analysis of the T&D System. Such information may include metered values for MW, Mvar, voltage, current, amperage, frequency, breaker status indication, or any other information reasonably required by Seller for reliable operation of the T&D System pursuant to Good Utility Practices.
Subject to Section 3. 2.2, the Borrower will indemnify each Lender for the full amount of Non-Excluded Taxes imposed on or paid by such Lender and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally asserted. Payments under any indemnification provided for in this Section 3.2.4 shall be made within thirty (30) days from the date such Lender makes written demand therefor describing such Non-Excluded Taxes in reasonable detail.
Subject to Section 3. 4, at any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least five (5) Business Days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least two (2) Business Days prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Demanding Holders may demand an aggregate of not more than four (4) Underwritten Shelf Takedowns pursuant to this Agreement), and the Company is not obligated to effect (x) more than two (2) Underwritten Shelf Takedowns per year or (y) an Underwritten Shelf Takedown within sixty (60) days after the closing of a prior Underwritten Shelf Takedown. The Company shall use its commercially reasonable efforts to effect such Underwritten Shelf Takedowns, including the filing of any prospectus supplement or any post-effective amendments and otherwise taking any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holder to effect such Underwritten Shelf Takedown. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be co...
Subject to Section 3. 2.1 of this Agreement, either Party may assign or transfer any or all of its rights and/or obligations under this Agreement with the other Party’s prior written consent in accordance with Section 22.2 of the CAISO Tariff. Such consent shall not be unreasonably withheld. Any such transfer or assignment shall be conditioned upon the successor in interest accepting the rights and/or obligations under this Agreement as if said successor in interest was an original Party to this Agreement.
Subject to Section 3. 3., the Borrower hereby authorizes the Agent and each Lender (subject to receipt by such Lender of the Agent's prior written consent) at any time while an Event of Default exists, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other Indebtedness at any time owing, by the Agent or such Lender to or for the credit or the account of the Borrower against any and all of the Obligations, irrespective of whether or not any demand shall have been made. Each of the Agent and each Lender, as the case may be, agrees to notify the Borrower of any such set-off and application simultaneously therewith, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent and the Lenders under this Section are in addition to any other rights and remedies (including without limitation, other rights of set-off) which the Agent or any Lender may have.
Subject to Section 3. 2.4, (a) during the period starting with the date sixty (60) days prior to the Purchaser’s good faith estimate of the date of the filing of, and ending on a date one hundred twenty (120) days after the effective date of, a Purchaser -initiated Registration and provided that the Purchaser continues to actively employ, in good faith, all commercially reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.2.1, Holders have requested a Demand Registration and the Purchaser and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Purchaser may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.2.1 or 2.4.
Subject to Section 3. 1.4 and upon compliance with the provisions of this Article, the holder of any Warrant Certificate may exercise the right of purchase therein provided for by surrendering the Warrant Certificate, or, in the case of an exercise by the Depository, the NCI Letter of Instruction or such other form as the Depository may require from time to time evidencing such Warrants, to the Warrant Agent at its principal transfer office in the City of Toronto, Ontario, or at such additional place or places as may be designated by the Company from time to time with the approval of the Warrant Agent during normal business hours on a business day at that place before the Warrant Expiry Time, together with the Warrant Exercise Form duly completed and executed by the holder for the number of Shares which the holder desires to purchase and payment of the aggregate Exercise Price applicable at the time of the surrender calculated in accordance with the provisions of this Indenture. The aggregate Exercise Price for Shares subscribed for under the Warrants shall be paid by certified cheque, bank draft or money order payable to or to the order of the Company at par at the city where the Warrant Certificate is surrendered.
Subject to Section 3. 4, Seller hereby grants, and agrees to cause its appropriate Affiliates to grant, to Purchaser and its Affiliates an irrevocable, perpetual, non-terminable, non-exclusive, worldwide, fully paid up and royalty free license under the C-Patents to use, make, have made, sell, offer for sale, import and service and otherwise exploit and dispose of products using the C-Patents in the field of speech technology (which shall include speech technology used as a component of products relying primarily on other technologies). Notwithstanding the foregoing, upon the occurrence of an Assertion Event (as defined in Section 7.2 hereof), in accordance with Section 7.2, the license to the C-Patents granted in this Section will be reduced in its scope such that the license is only to use, make, have made, sell, offer for sale, import and service, and otherwise exploit and dispose of the Products existing as at the Closing Date and natural successors of such Products.
Subject to Section 3. 7 AND EXCEPT TO THE EXTENT CAUSED BY FAILURE OF FEEDSTOCK, SLOP OR SLURRY TO MEET THE QUALITY SPECIFICATIONS IN SECTION 3.1 OR SECTION 5.2, OWNER RELEASES AND AGREES TO DEFEND, PROTECT, INDEMNIFY AND HOLD CUSTOMER, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITY, LOSS, DAMAGE AND EXPENSE, INCLUDING COURT COSTS AND ATTORNEY’S FEES IN CONNECTION THEREWITH, ARISING OUT OF OWNER’S CUSTODY OR USE OF THE FEEDSTOCK, SLOP, SLURRY, AND PRODUCTS.
