TURNOVER; ETC Sample Clauses

TURNOVER; ETC. (a) Each of the Secured Parties agrees that if such Secured Party acquires custody, control or possession of any Collateral or Liquidation Proceeds therefrom, other than pursuant to the terms of this Agreement, then such Secured Party in custody, control or possession of such Collateral or receiving such Liquidation Proceeds shall promptly turn over such Collateral and/or remit such Liquidation Proceeds to the Collateral Agent who shall maintain custody, control and possession in accordance with the terms hereof and/or commence an Enforcement against such Collateral in accordance with the terms of SECTION 6.1 and/or distribute such Liquidation Proceeds in accordance with the terms of SECTION 6.2. Until such time as the provisions of the immediately preceding sentence have been complied with, such Secured Party shall be deemed to hold such Collateral and proceeds in trust for the parties entitled thereto hereunder. Notwithstanding the foregoing, prior to the occurrence and continuance of a Specified Event, no Secured Party shall be required to deliver to or put in the custody, possession or control of the Collateral Agent or to hold in trust as specified in the preceding sentence any amount of any Secured Obligations paid or prepaid by the Borrower to it (and not obtained by it through any Enforcement) in accordance with the terms of the Credit Agreement. (b) The Secured Parties agree that the provisions of this Agreement with respect to allocations and distributions of Liquidation Proceeds to the Secured Parties shall prevail notwithstanding any event or circumstances, including in the event that, through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise, the Collateral Agent's security interest in or lien on the Collateral is avoided in whole or in part or is enforced with respect to some, but not all of the Secured Obligations then outstanding. In furtherance of the foregoing, the Secured Parties agree that none of them shall be entitled to benefit from any avoidance affecting or otherwise relating to any distribution or allocation made in accordance with SECTION 6.2 or any other provisions of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of any such avoidance action otherwise allocable to them shall instead be allocated and turned over to the Person required to return monies or property to the Borrower in connection with such avoidance action.
Sample 1
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Related to TURNOVER; ETC

  • Turnover Plan System Agency, in its sole discretion, may require Grantee to develop and submit a Turnover Plan at any time during the term of the Grant Agreement. Grantee must submit the Turnover Plan to System Agency for review and approval. The Turnover Plan must describe Xxxxxxx’s policies and procedures that will ensure: i. The least disruption in the implementation and performance of grant-funded activities during Turnover; and ii. Full cooperation with System Agency or its designee in transferring the performance and obligations of the Grant Agreement.

  • Turnover Contractor shall endeavor to minimize turnover of personnel Contractor has assigned to perform Services.

  • Commercial Operation Date Testing and Modifications Prior to the Commercial Operation Date, the Connecting Transmission Owner shall test the Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades and Developer shall test the Large Generating Facility and the Developer Attachment Facilities to ensure their safe and reliable operation. Similar testing may be required after initial operation. Developer and Connecting Transmission Owner shall each make any modifications to its facilities that are found to be necessary as a result of such testing. Developer shall bear the cost of all such testing and modifications. Developer shall generate test energy at the Large Generating Facility only if it has arranged for the injection of such test energy in accordance with NYISO procedures.

  • Turnover Assistance Grantee will provide any assistance and actions reasonably necessary to enable System Agency or its designee to effectively close out the Grant Agreement and transfer the performance and obligations of the Grant Agreement to another Grantee or to System Agency if necessary. Grantee agrees that this obligation survives the termination, regardless of whether for cause or convenience, or the expiration of the Grant Agreement and remains in effect until completed to the satisfaction of System Agency.

  • Post-Commercial Operation Date Testing and Modifications Each Party shall at its own expense perform routine inspection and testing of its facilities and equipment in accordance with Good Utility Practice as may be necessary to ensure the continued interconnection of the Large Generating Facility with the Participating TO’s Transmission System in a safe and reliable manner. Each Party shall have the right, upon advance written notice, to require reasonable additional testing of the other Party’s facilities, at the requesting Party’s expense, as may be in accordance with Good Utility Practice.

  • Under-Frequency and Over Frequency Conditions The New York State Transmission System is designed to automatically activate a load- shed program as required by the NPCC in the event of an under-frequency system disturbance. Developer shall implement under-frequency and over-frequency relay set points for the Large Generating Facility as required by the NPCC to ensure “ride through” capability of the New York State Transmission System. Large Generating Facility response to frequency deviations of predetermined magnitudes, both under-frequency and over-frequency deviations, shall be studied and coordinated with the NYISO and Connecting Transmission Owner in accordance with Good Utility Practice. The term “ride through” as used herein shall mean the ability of a Generating Facility to stay connected to and synchronized with the New York State Transmission System during system disturbances within a range of under-frequency and over-frequency conditions, in accordance with Good Utility Practice and with NPCC Regional Reliability Reference Directory # 12, or its successor.

  • Follow-up Testing An employee shall submit to unscheduled follow-up drug and/or alcohol testing if, within the previous 24-month period, the employee voluntarily disclosed drug or alcohol problems, entered into or completed a rehabilitation program for drug or alcohol abuse, failed or refused a preappointment drug test, or was disciplined for violating the provisions of this Agreement and Employer work rules. The Employer may require an employee who is subject to follow-up testing to submit to no more than six unscheduled drug or alcohol tests within any 12 month period.

  • System Access Control Data processing systems used to provide the Cloud Service must be prevented from being used without authorization.

  • Traffic Measurement and Billing over Interconnection Trunks 6.1 For billing purposes, each Party shall pass Calling Party Number (CPN) information on at least ninety-five percent (95%) of calls carried over the Interconnection Trunks. 6.1.1 As used in this Section 6, “Traffic Rate” means the applicable Reciprocal Compensation Traffic rate, Measured Internet Traffic rate, intrastate Switched Exchange Access Service rate, interstate Switched Exchange Access Service rate, or intrastate/interstate Tandem Transit Traffic rate, as provided in the Pricing Attachment, an applicable Tariff, or, for Measured Internet Traffic, the FCC Internet Order. 6.1.2 If the originating Party passes CPN on ninety-five percent (95%) or more of its calls, the receiving Party shall xxxx the originating Party the Traffic Rate applicable to each relevant minute of traffic for which CPN is passed. For any remaining (up to 5%) calls without CPN information, the receiving Party shall xxxx the originating Party for such traffic at the Traffic Rate applicable to each relevant minute of traffic, in direct proportion to the minutes of use of calls passed with CPN information. 6.1.3 If the originating Party passes CPN on less than ninety-five percent (95%) of its calls and the originating Party chooses to combine Reciprocal Compensation Traffic and Toll Traffic on the same trunk group, the receiving Party shall xxxx the higher of its interstate Switched Exchange Access Service rates or its intrastate Switched Exchange Access Services rates for all traffic that is passed without CPN, unless the Parties agree that other rates should apply to such traffic. 6.2 At such time as a receiving Party has the capability, on an automated basis, to use such CPN to classify traffic delivered over Interconnection Trunks by the other Party by Traffic Rate type (e.g., Reciprocal Compensation Traffic/Measured Internet Traffic, intrastate Switched Exchange Access Service, interstate Switched Exchange Access Service, or intrastate/interstate Tandem Transit Traffic), such receiving Party shall xxxx the originating Party the Traffic Rate applicable to each relevant minute of traffic for which CPN is passed. If the receiving Party lacks the capability, on an automated basis, to use CPN information on an automated basis to classify traffic delivered by the other Party by Traffic Rate type, the originating Party will supply Traffic Factor 1 and Traffic Factor

  • Mileage Measurement Where required, the mileage measurement for LIS rate elements is determined in the same manner as the mileage measurement for V&H methodology as outlined in NECA Tariff No. 4.

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