The Operations Sample Clauses

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The Operations. The Company shall: 12.1.1 carry out the New Works in accordance with and subject to the provisions of this Agreement; 12.1.2 carry out the O&M Works in accordance with and subject to the provisions of this Agreement; 12.1.3 carry out Restricted Services on the Project Roads; 12.1.4 transfer the Third Party Roads to the relevant third party prior to the Full Services Commencement Date; 12.1.5 remedy to the Scottish Ministers’ (and in relation to Clause 12.1.5(b) below Network Rail's) reasonable satisfaction, and within such reasonable time as the Scottish Ministers may specify having regard to the nature of the Defect, all Defects occurring in: (a) the Accommodation Works and/or the Third Party Roads in each case insofar as notified to the Company by the Scottish Ministers within 60 months of Final Completion; and (b) the Rail Underbridge insofar as notified to the Company by the Scottish Ministers and/or Network Rail within twelve (12) months of Final Completion.
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The Operations. The Company shall: 12.1.1 carry out the New Works in accordance with and subject to the provisions of this Agreement; 12.1.2 carry out Restricted Services on the Restricted Services Roads (i) in accordance with and subject to the provisions of this Agreement and (ii) from the Restricted Services Commencement Date until the relevant Detrunking Date; 12.1.3 carry out the O&M Works in accordance with and subject to the provisions of this Agreement; 12.1.4 transfer each of the Third Party Roads to the relevant third party on or after the date of the relevant Third Party Road Completion Certificate; 12.1.5 remedy to the Contracting Authority’s reasonable satisfaction, and within such reasonable time as the Contracting Authority may specify having regard to the nature of the Defect, all Defects occurring in: (a) the Accommodation Works, insofar as notified to the Company by the Contracting Authority within sixty (60) months of Final Completion; and (b) each of the Third Party Roads, insofar as notified to the Company by the Contracting Authority within sixty (60) months of the date of the relevant Third Party Road Completion Certificate; and 12.1.6 liaise with any contractor appointed by Aberdeen City Council to construct the A96 Park and Choose and Dyce Drive Link Road and/or by Aberdeenshire Council to construct the X00 Xxxxx Xxxx and Choose site. This liaison shall include agreeing reasonable requests in respect of phasing of work at site interfaces.
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The Operations. 6.1 Lama acknowledges having been advised that Global, pursuant to the assignment of van Wyk's rights and obligations under the first agreement and the second addendum, wishes to conduct prospecting operations only during the remainder of the contract period (which, if not terminated earlier, shall expire on 31 December 1995) with the view to enabling Global to assess whether or not to exercise the option to acquire the Precious Stones Lease as more fully dealt with in clause 9 below. 6.2 Lama accordingly acknowledges that full-scale digging operations will not take place during the remainder of the contract period and Lama hereby waives the required minimum working rate referred to in clauses 4.2 and 4.3 of the first agreement. 6.3 Global indemnifies Lama against and undertakes to compensate Lama for all claims of whatsoever nature which might be brought against Lama by any person as a result of any act or omission on the part of Global or any of Global's employees, subcontractors, consultants, representatives or invitees. 6.4 Global warrants that Global shall not under any circumstances do or omit to do anything which might prejudice Lama's relationship with the State under the Precious Stones Lease.
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The Operations. Bakery Manager will respond within a reasonable period of time, but by no later than close of business the following administration working day.
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The Operations. Consultancy Service Provider shall indemnify, defend and hold harmless the Owner and Owner’s Related Parties including its Shareholders, Board of Directors, Management and Staff from and against any and all Claims made against and Loss suffered by them, as follows: (a) arising from loss of or damage to real or personal property of any third party (including any End-User) or death of or injury to any third party (including any End-User) that arises out of or is in any manner connected with the performance of the Services or this Agreement; (b) under every applicable Environmental Law arising out of the condition of the Site or the Operations Consultancy Service Provider’s operation of the Facilities (including the discharge, release, storage, treatment, generation, pollutants or other toxic or hazardous substances from the Facilities, the contamination of the soil, air, surface water or groundwater at or around the Site or any pollution, abatement, replacement, removal or other decontamination or monitoring obligations) except to the extent where such Claim or Loss arises out of the condition of the Site or Facilities (or part thereof) existing as at the CDCO; (c) arising from the Operations Consultancy Service Provider’s non-compliance with any Authorisation or any notice or direction of a Governmental Authority; (d) under any Law arising out of the Operations Consultancy Service Provider’s management, operation, and maintenance of the Facilities; (e) arising from the breach of any third party’s Intellectual Property Rights (where provided by or on behalf of the Operations Consultancy Service Provider); (f) for any physical loss of or damage to the Facilities or any assets or property of the Owner or any other of the Owner’s Related Party arising by reason of any act or omission of the Operations Consultancy Service Provider; (g) in the event that any End-User asserts or exercises any right against the Owner under or in connection with the End-User Agreement in regard to any matter in respect of which the Owner is entitled to assert a right against the Operations Consultancy Service Provider under or in connection with this Agreement; (h) arising out of the Operations Consultancy Service Provider bring any action against third parties (including the End-Users); and (i) for any demurrage Claims. except to the extent that the Loss or Claim is attributable to the gross negligence or willful misconduct of, or breach of the Agreement by, the Owner or any of the...
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The Operations. The Company shall: 12.1.1 carry out the New Works in accordance with and subject to the provisions of this Agreement; 12.1.2 carry out the O&M Works in accordance with and subject to the provisions of this Agreement; 12.1.3 subject to 12.1A remedy to the Scottish Ministers’ reasonable satisfaction, and within such reasonable time as the Scottish Ministers may specify having regard to the nature of the Defect, all Defects occurring in: (a) the Accommodation Works, insofar as notified to the Company by the Scottish Ministers within 60 months of Final Completion; (b) the A80 Improvements, insofar as notified to the Company by the Scottish Ministers within 12 months of Final Completion; and (c) all other parts of the New Works not included in the Company’s obligations in respect of the O&M Works, insofar as identified to the Company by the Scottish Ministers within 60 months of Final Completion, provided that the Company shall in no circumstances be required to remedy such Defect to a standard higher than the standard specified in this Agreement, and 12.1.4 finance the activities referred to in Clauses 12.1.1 to 12.1.3 at its own cost and risk.
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The Operations. Consultancy Service Provider grants to the Owner, a global, royalty-free, non-transferable, permanent, irrevocable, non-exclusive licence (including the right to grant royalty-free sub licences) to use the Intellectual Property Rights and the Proprietary Information referred to in Clause 20.1 in connection with the management, operation, and maintenance of the Facilities. This licence shall survive the termination of this Agreement for an unlimited period of time.
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The Operations. Maintenance Department shall receive the machine’s unloading instructions (and for a line of machines, also the sequence of their arrangement). The manufacturer or supplier shall make available its own unloading equipment (lifting slings, ropes, cross-beams). The presence of an observer (coordinator) on the side of the machine contractor or manufacturer is required during the unloading operations
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Related to The Operations

  • Safe Operations Notwithstanding any other provision of this Agreement, an NTO may take, or cause to be taken, such action with respect to the operation of its facilities as it deems necessary to maintain Safe Operations. To ensure Safe Operations, the local operating rules of the ITO(s) shall govern the connection and disconnection of generation with NTO transmission facilities. Safe Operations include the application and enforcement of rules, procedures and protocols that are intended to ensure the safety of personnel operating or performing work or tests on transmission facilities.

  • Other Operations The General Partner and its Affiliates shall at all times be free to engage in all aspects of the oil, gas and natural resources business for their own accounts and for the accounts of others. Without limiting the generality of the foregoing, the General Partner and its Affiliates shall have the right to organize and operate other partnerships, joint ventures or other oil and gas investment programs similar to the Limited Partnership or the Production Partnership.

  • Operations Fire An “Operations Fire” is a fire caused by Purchaser’s Operations other than a Neg- ligent Fire.

  • Operations As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of its securities.

  • Processing operations The personal data transferred will be subject to the following basic processing activities (please specify):

  • Ongoing Operations From the Effective Date through Closing:

  • Business Operations Company will provide all necessary equipment, personnel and other appurtenances necessary to conduct its operations. Company will conduct its business operations hereunder in a lawful, orderly and proper manner, considering the nature of such operation, so as not to unreasonably annoy, disturb, endanger or be offensive to others at or near the Premises or elsewhere on the Airport.

  • Banking Operations Enter into any new material line of business; change its material lending, investment, underwriting, risk and asset liability management and other material banking and operating policies, except as required by applicable law, regulation or policies imposed by any Governmental Authority; or file any application or make any contract with respect to branching or site location or branching or site relocation.

  • Operations Manager Secondary Contact Email Secondary Contact Phone Secondary Contact Fax Secondary Contact Mobile 1 Administration Fee Contact Name Administration Fee Contact Email 1 Administration Fee Contact Phone 2 0

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing, and except as otherwise expressly authorized by this Agreement or as set forth in Section 6.1 of the Company Disclosure Letter) and except as required by applicable Laws, the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ current employees and agents. (b) Without limiting the generality of Section 6.1(a) and in furtherance thereof, from and after the date hereof until the Acceptance Time and, if the 90% Requirement is satisfied at any time from and after the Acceptance Time, from and after such time that the 90% Requirement is satisfied until the Effective Time, except (A) as otherwise expressly required by this Agreement, (B) as Parent may approve in writing, or (C) as set forth in Section 6.1 of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to: (i) adopt any change in the certificate of incorporation or by-laws or other applicable governing instruments of any Subsidiary of the Company; (ii) merge or consolidate any Subsidiary of the Company with any other Person, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on the Company’s or any of its Subsidiaries’ assets, operations or businesses; (iii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of capital stock of the Company or any of its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, except in accordance with the terms of the grant of any outstanding and exercisable Company Option that was issued prior to the date of this Agreement; (iv) except for the Company’s declaration and payment of regular quarterly cash dividends consistent with past practice and in any event not in excess of $0.52 per share with usual record and payment dates for such dividends in accordance with past dividend practice of the Company, declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (v) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; (vi) make any changes with respect to accounting policies or procedures, except as required by changes in GAAP; (vii) settle any material litigation or other material proceedings before a Governmental Entity; (viii) (A) make or rescind any material election relating to Taxes; (B) file any amended income Tax Return or material claim for refund; (C) make any material change in any method of accounting, keeping of books of account or accounting practices or in any method of Tax accounting of the Company or any of its Subsidiary unless required by GAAP or applicable Law; (D) enter into or agree to any private letter ruling, closing agreement or similar ruling or agreement with the IRS or any other taxing authority or settle any audit or proceeding with respect to any material amount of Taxes owed; or (E) file its federal income Tax Return for any fiscal year ending on or after December 31, 2007 without providing Parent reasonable opportunity to review and comment on such Tax Return; (ix) except as required pursuant to existing written, binding agreements in effect prior to the date of this Agreement, or as otherwise required by applicable Law, (i) grant or provide any severance or termination payments or benefits to any director, officer or employee of the Company or any of its Subsidiaries, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any director, officer or employee of the Company or any of its Subsidiaries, (iii) establish, adopt, amend or terminate any Compensation Agreements and Benefit Plans or amend the terms of any outstanding equity-based awards, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Compensation Agreements and Benefit Plans, to the extent not already provided in any such Compensation Agreements and Benefit Plans, (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Compensation Agreements and Benefit Plans or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; or (vi) forgive, grant a waiver or extension under, or amend in any manner adverse to the Company or one of its Subsidiaries, any extension of credit to directors or executive officers of the Company or any of its Subsidiaries; (x) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the Offer set forth in Exhibit 1 or the conditions to the Merger set forth in Article VII not being satisfied; or (xi) agree, authorize or commit to do any of the foregoing. (c) Without limiting the generality of Section 6.1(a) and in furtherance thereof, during any period from and after the Acceptance Time and prior to the Effective Time during which the 90% Requirement is not satisfied, except (A) as otherwise expressly required by this Agreement, (B) as Parent may approve in writing, or (C) as set forth in Section 6.1 of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to: (i) adopt any change in the certificate of incorporation or by-laws or other applicable governing instruments of any Subsidiary of the Company; (ii) merge or consolidate any Subsidiary of the Company with any other Person, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on the Company’s or any of its Subsidiaries’ assets, operations or businesses; (iii) issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of capital stock of the Company or any of its Subsidiaries (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, except in accordance with the terms of the grant of any outstanding and exercisable Company Option that was issued prior to the date of this Agreement; (iv) except for the Company’s declaration and payment of regular quarterly cash dividends consistent with past practice and in any event not in excess of $0.52 per share with usual record and payment dates for such dividends in accordance with past dividend practice of the Company, declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (v) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; (vi) make any changes with respect to accounting policies or procedures, except as required by changes in GAAP; (vii) settle any material litigation or other material proceedings, in each case relating to any of the Transactions before a Governmental Entity; (viii) except as required pursuant to existing written, binding agreements in effect prior to the date of this Agreement, or as otherwise required by applicable Law, (i) grant or provide any severance or termination payments or benefits to any director, officer or employee of the Company or any of its Subsidiaries, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any director, officer or employee of the Company or any of its Subsidiaries, (iii) establish, adopt, amend or terminate any Compensation Agreements and Benefit Plans or amend the terms of any outstanding equity-based awards, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Compensation Agreements and Benefit Plans, to the extent not already provided in any such Compensation Agreements and Benefit Plans, (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Compensation Agreements and Benefit Plans or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP; or (vi) forgive, grant a waiver of extension under, or amend in any manner adverse to the Company or one of its Subsidiaries, any extension of credit to directors or executive officers of the Company or any of its Subsidiaries; (ix) take any action or omit to take any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article VII not being satisfied; or (x) agree, authorize or commit to do any of the foregoing. (d) Prior to making any written or oral communications to the directors, officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the Transactions, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall cooperate in providing any such mutually agreeable communication. (e) Parent shall not knowingly take or permit any of its Subsidiaries to take any action that is reasonably likely to prevent or materially delay the consummation of the Transactions.