Turnover obligations Clause Samples

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Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a Pari Passu Note Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (a) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (b) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Pari Passu Noteholders for which it is the Creditor Representative in accordance with the provisions of the relevant Pari Passu Note Indenture. For the purpose of this Clause 24.5, (i) ”actual knowledge” of the Pari Passu Note Trustee shall be construed to mean the Pari Passu Note Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of such Pari Passu Note Trustee has received, not less than two Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) ”responsible officer” when used in relation to the Pari Passu Note Trustee means any person who is an officer within the corporate trust and agency department of the Pari Passu Note Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Pari Passu Note Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.
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Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, the Junior Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing Documents. For the purpose of this Clause 16.32, (i) “actual knowledge” of the Junior Trustee shall be construed to mean the Junior Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior Trustee has received, not less than two Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Trustee means any person who is an officer within the corporate trust and agency department of the Junior Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Junior Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.
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Turnover obligations. If the Crown receives any payment in cash or in kind or recovers any amount (including by way of set off) in excess of its entitlement under any Project Document following enforcement by the Security Trustee of any Security Document, the Crown shall, on demand, pay the amount of the receipt to the Security Trustee for distribution in accordance with the Security Documents.
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Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a Pari Passu Bond Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it: a) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a "Turnover Receipt"); and b) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Pari Passu Bondholders for which it is the Creditor Representative in accordance with the provisions of the relevant Debt Documents.
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Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a HY Noteholders Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a "Turnover Receipt") and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the HY Noteholders in accordance with the provisions of the relevant HY Notes Indenture.
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Turnover obligations. If at any time after an Enforcement Date: 5.1.1 any Secured Party receives a payment from any Security Enforcement Action made by or on behalf of such Secured Party; or 5.1.2 any Secured Party receives a payment from the trustee in bankruptcy, liquidator, other insolvency practitioner or similar officer, assignee or other person distributing the assets of any Company that are subject of any Security conferred upon such Secured Party under its Security Documents or their proceeds following the occurrence of an Insolvency Event, then such Secured Party shall hold the same on trust for and promptly pay to (a) until the Discharge of the Senior Secured Debt has occurred, the Senior Security Trustee and (b) following the occurrence of the Discharge of the Senior Secured Debt, the Subordinated Security Trustee, in each case, for application in accordance with Clause 8 (Proceeds of Enforcement of Security).
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Turnover obligations. (a) To the extent not received as of the Closing by the Sellers, their respective Affiliates or any of the Acquired Companies (and subject in all cases to any limitations or restrictions applicable to the Buyer and its Affiliates under applicable Law, Contract (including any indebtedness or credit Contracts) or Permit), the Buyer shall, and shall cause the Acquired Companies to, at the Sellers’ expense, to (i) authorize the Sellers to pursue and collect all insurance proceeds receivable in connection with the Unit 11 generator stator and rotor repair at the Manchester Project, and (ii) (A) authorize the Sellers to pursue and collect from PJM any proceeds attributable to operations of the Fairless Project in respect of the period from January 18, 2025, to January 23, 2025, and if any proceeds are received by the Acquired Companies or the Buyer (or its Affiliate), following such receipt, remit to the Sellers all such amounts so received, less applicable Turnover Costs, within fifteen (15) Business Days of receiving such amounts and (B) remit to the Sellers the amount of any refunds paid to ▇▇▇▇▇▇▇▇▇ Energy Unit 2 LLC by CAISO pursuant to the final settlement with FERC (Docket No. ER25-1421) relating to the refund of penalties previously assessed against ▇▇▇▇▇▇▇▇▇ Energy Unit 2 LLC by CAISO under the Resource Adequacy Availability Incentive Mechanism in connection with an outage at such Project from July 21, 2022 to August 30, 2023, less applicable Turnover Costs, within fifteen (15) Business Days of the Buyer (or its Affiliate), or an Acquired Company, receiving such amounts, but excluding, in the case of this clause (ii)(B), any reduction to the Daily RMR Capacity Payments for affected ratepayers that is billed to ▇▇▇▇▇▇▇▇▇ Energy Unit 2 LLC on a monthly basis or otherwise by CAISO relating to such settlement mechanism. (b) In the event that (i) (A) a Call Protection Deduction was made to the Purchase Price and (B) thereafter, Subject Indebtedness is repaid, prepaid, refinanced or repriced without the obligation to pay Call Protection on such amounts so repaid, prepaid, refinanced or repriced, or (ii) (A) a Call Protection Deduction was made to the Purchase Price and (B) thereafter, the Call Protection period expires with no repayment, prepayment, refinancing or repricing of Subject Indebtedness, then the Buyer shall remit to the Sellers the amount of such Call Protection Deduction, less applicable Turnover Costs, no later than fifteen (15) days after the l...
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Turnover obligations 
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  • Supplier Obligations (a) Supplier shall not access (including remote access), copy, use or other process any Personal Information to be less than expressly necessary for the provision of the services subject to this Purchase Order. Supplier will ensure that the Supplier that all its obligations in relation to the processing of Personal Information by force of this Purchase Order are applied employees and representatives. (b) Supplier shall process the Data from the Novartis on your behalf only through the novartis' express instructions and will process such data exclusively for the purposes set out in this Purchase Order and in the form necessary for the implementation of the services contracted herein. (c) Where supplier is obliged to disclose any Personal Information and/or Personal Information Novartis obtained under this purchase order, due to the request for competent authority, it shall communicate immediately to Novartis on this request and always get your consent to any disclosure. (d) Supplier shall ensure strict confidentiality of Novartis Data and/or Personal Information to which you have had access during the execution of the services now contracted and not transmit or otherwise disclose this Data and/or Personal Information to third parties. (e) Supplier may not subcontract or transfer to third parties the rights and obligations assumed through this Purchase Order without the prior written consent of the Novartis. Novartis will authorize the subcontracting or transfer only if the Supplier to establish with the subcontractor a written agreement by assigning to the subcontractor the rights and obligations assigned to it, under this Purchase Order. No notwithstanding the foregoing, the Supplier will remain fully responsible for the fulfillment of its obligations and the subcontractor, under this Purchase Order. (f) Supplier shall comply with all obligations relating to the Data Security of the Novartis and/or Personal Information to which have access, equivalent to those imposed on the Novartis, and shall adopt and implement all technical and organizational measures to adequately protect Novartis Data against any change, use and disclosure not accidental loss or destruction or illegal. (g) Supplier shall, upon Novartis request or at the end of this Purchase Order, destroy or return to Novartis all Personal Information and/or Personal Data of Novartis collected, stored and processed in the scope of this Purchase Order as well as all materials or documents generated or used by supplier in the execution of the services subject to this Purchase Order information in which there is any information Novartis' ownership. (h) Supplier shall inform Novartis immediately about any breakage or failure security or privacy of Novartis Data and/or Personal Information and supplier must cooperate with Novartis in the solution of such failures, including data recovery or any other form of remediation. (i) Supplier shall indemnify Novartis for any loss, damage, or complaint arising out of or arising from the non-compliance obligations assumed under this Purchase Order related to processing or implementation of technical and safety measures related to collection, storage and processing of data Novartis and/or Personal Information related to this Purchase Order.

  • Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.

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If no such notification is received it shall be conclusively presumed that they are complete and in good order, and condition and fit for the purpose for which they are required and in every way satisfactory to the Customer. 5.6 The Customer shall allow Sonardyne or its duly authorised representative, upon reasonable notice given at any time, access to inspect the Products. 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  • Buyer Obligations During the Delivery Term, Buyer shall arrange and be responsible for transmission service, including risk of transmission outage or curtailment, from the Delivery Point and bear all risks and costs associated with such transmission service, including, but not limited to, any transmission outages or curtailment. During the Delivery Term, Buyer shall Schedule or arrange for Scheduling Coordinator services with its Transmission Providers to receive the Product at the Delivery Point. During the Delivery Term, Buyer shall be responsible for all CAISO costs and charges, electric transmission losses and congestion from the Delivery Point.