Acquisition of Rights-of-Way Sample Clauses

Acquisition of Rights-of-Way. The District represents and warrants that to the best of its knowledge, it has all required easements and access rights required to access, own, and operate the Retail Water System and Retail Wastewater System, either by instrument, plat dedication or by prescription, and the District transfers and assigns said rights to the City in accordance with the terms of this Water and Wastewater Agreement. In the event that any third person successfully challenges the City’s exercise of any such rights prior to the O&M Transfer Date, the District agrees to fully cooperate with the City and take all reasonable actions at the District's expense to defend or establish such rights. As part of the Criticality Assessment described in Section 7.04 of the Water and Wastewater Agreement, in the event that the District does not have an easement or access rights for a particular portion of its Retail Water System or Retail Wastewater System, the District will obtain such at its own cost.
View Source
Acquisition of Rights-of-Way. The District represents and warrants that to the best of its knowledge, it has all required easements and access rights required to access, own, and operate the Retail Water System and Retail Wastewater System, either by instrument, plat dedication or by prescription, and the District has transferred and assigned said rights to the City in accordance with the terms of the Prior Wholesale Agreement and the Original Strategic Partnership Agreement. In the event that any third person challenges the City’s exercise of any such rights prior to the Termination Date, then the District agrees to fully cooperate with the City and take all reasonable actions at the District's expense to defend or establish such rights. Notwithstanding the foregoing, in the event the District is unable to demonstrate to the City that the District has legal access rights to the District’s wastewater lift station facilities, then the District agrees to secure such access rights prior to the Termination Date at the sole cost and expense of the District. If the District has not secured such access rights by the Termination Date, then the District or Limited District (as applicable) agrees to promptly reimburse all reasonable and necessary costs and expenses incurred by the City in connection with securing such access rights.
View Source
Acquisition of Rights-of-Way. RVU shall convey certain portions of the North Parcel as right of way to accommodate construction of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and also the Traffic Roundabout at the southeast corner of the North Parcel. A more specific description is attached hereto in a map provided by the City Engineer, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Exhibit A). The property to be acquired by the City relating to the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ is shown as the 400 East 60‘ ROW (.13 acres), and also the 400 East Roundabout (.27 acres) as designated on the map. All other rights of way designated on the map are already under easement for the existing trail system that run along Center Street and 200 East on the map but shall nevertheless be conveyed as rights of way pursuant to this Agreement.
View Source
Acquisition of Rights-of-Way. Within a reasonable time prior to the recordation 11 of the ANNEXATION, CITY shall accept conveyances from COUNTY for, or 12 otherwise acquire, all road rights-of-way along S. Willow Avenue as identified in 13 Exhibit B. In regard to any portion(s) of road rights-of-way along S. Willow 14 Avenue shown in Exhibit B, for which the COUNTY does not have marketable 15 record title as of the Effective Date, CITY shall be responsible to acquire (by 16 purchase, eminent domain, or otherwise) said portion(s) of road rights-of-way. 17 Upon the acceptance or acquisition by CITY of the road rights-of-way identified in 18 Exhibit B, pursuant to this section 4.a., those rights-of-way shall become CITY 19 streets and the sole responsibility of CITY. As an alternative to the acceptance by 20 CITY of conveyances from COUNTY for or other acquisition of all road rights-of- 21 way shown in Exhibit B under this section 4.a., City may annex the territory 22 comprising all road rights-of-way shown in Exhibit B. CITY will not object to and 23 shall support the imposition by LAFCo of a condition of the ANNEXATION 24 requiring, prior to the recordation of the ANNEXATION, the acceptance by CITY 25 of conveyances from COUNTY for or other acquisition of all road rights-of-way 26 shown in Exhibit B.
View Source
Acquisition of Rights-of-Way. 4.1 Rights-of-Way; Joint Permitted Use Agreement
View Source
Acquisition of Rights-of-Way. The District represents and warrants that to the best of its knowledge, it has all required easements and access rights required to access, own, and operate the
View Source

Related to Acquisition of Rights-of-Way

  • RESERVATION OF RIGHTS AND OWNERSHIP PFU or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is protected by copyright and other intellectual property laws and treaties. Except as expressly stated herein, this ▇▇▇▇ does not grant you any intellectual property rights in the Software. All rights not expressly granted are reserved by PFU and its suppliers.

  • Reservation of Rights NYISO and Connecting Transmission Owner shall have the right to make unilateral filings with FERC to modify this Agreement with respect to any rates, terms and conditions, charges, classifications of service, rule or regulation under section 205 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder, and Developer shall have the right to make a unilateral filing with FERC to modify this Agreement pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder; provided that each Party shall have the right to protest any such filing by another Party and to participate fully in any proceeding before FERC in which such modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties or of FERC under sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations thereunder, except to the extent that the Parties otherwise mutually agree as provided herein.

  • Certain Rights of Rights Agent The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agent. In addition: (a) the Rights Agent may rely and shall be authorized and protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, power of attorney, endorsement, affidavit, letter or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder but as to which no notice was provided, and the Rights Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith unless and until it has received such notice; (b) whenever the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by Buyer before taking, suffering or omitting to take any action hereunder, the Rights Agent may, in the absence of willful misconduct, bad faith or gross negligence on its part (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), request and rely upon an Officer’s Certificate from Buyer with respect to such fact or matter; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement in reliance upon such certificate. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from Buyer. In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Buyer or any other person or entity for refraining from taking such action, unless the Rights Agent receives written instructions from Buyer that eliminates such ambiguity or uncertainty to the satisfaction of the Rights Agent; (c) the Rights Agent may engage and consult with counsel of its selection (who may be legal counsel for Buyer and/or an employee of the Rights Agent) and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection to the Rights Agent in respect of any action taken, suffered or omitted to be taken by it hereunder in reliance thereon in the absence of willful misconduct, bad faith or gross negligence on the part of the Rights Agent (as determined by a final, non-appealable judgment of a court of competent jurisdiction); (d) in the event of arbitration, the Rights Agent may engage and consult with tax experts, valuation firms and other experts and third parties that it, in its sole and absolute discretion, deems appropriate or necessary to enable it to discharge its duties hereunder; (e) the permissive rights of the Rights Agent to do things enumerated in this Agreement shall not be construed as a duty; (f) the Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises; (g) Buyer agrees to indemnify the Rights Agent for, and hold the Rights Agent harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, suit, settlement, cost or expense (including, without limitation, the fees and expenses of legal counsel), incurred without willful misconduct, bad faith or gross negligence on the part of the Rights Agent (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance and administration of this Agreement, or the exercise or performance of its duties hereunder, including without limitation, the costs and expenses of defending against any claim of liability hereunder, directly or indirectly. The costs and expenses incurred in enforcing this right of indemnification shall be paid by Buyer. The provisions of this Article 3 shall survive the termination of this Agreement, the payment of any distributions made pursuant to this Agreement, and the resignation, replacement or removal of the Rights Agent hereunder, including, without limitation, the costs and expenses of defending a claim of liability hereunder; (h) Except as paid pursuant to Section 2.4(a) of this Agreement, Buyer agrees to pay the Rights Agent Fees and Expenses in connection with this Agreement, as set forth on Schedule 1 hereto, and further including reimbursement of the Rights Agent for all taxes and charges, reasonable expenses and other charges of any kind and nature incurred by the Rights Agent in the execution of this Agreement (other than taxes measured by the Rights Agent’s net income) and reimbursement for all reasonable and necessary out-of-pocket expenses (including reasonable fees and expenses of the Rights Agent’s counsel and agent) paid or incurred by it in connection with the preparation, negotiation, delivery, amendment, administration and execution by the Rights Agent of this Agreement and its duties hereunder; (i) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by Buyer only; (j) The Rights Agent shall not have any liability for or be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof; nor shall it be responsible for any breach by Buyer of any covenant or failure by Buyer to satisfy conditions contained in this Agreement; (k) Buyer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of its duties under this Agreement; (l) The Rights Agent and any stockholder, affiliate, director, officer, employee or agent of the Rights Agent may buy, sell or deal in any of the Rights or other securities of Buyer or become pecuniarily interested in any transaction in which Buyer may be interested, or contract with or lend money to Buyer or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent or any stockholder, affiliate, director, officer, employee or agent from acting in any other capacity for Buyer or for any other Person; and (m) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Merger Agreement or any other agreement between or among any of Buyer, Target, Stockholders’ Representative or any other parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.