Procedural Matters Sample Clauses

Procedural Matters. The written notice delivered to the Indemnifying Party in accordance with Section 14.3 shall show the amount due and owing together with a schedule calculating in reasonable detail such amount (and shall include any relevant Tax Return, statement, ▇▇▇▇ or invoice related to Taxes, costs, expenses or other amounts due and owing). All payments required to be made by one Party to another Party pursuant to this Section 8.1 shall be made by electronic, same-day wire transfer. Payments shall be deemed made when received. If the Indemnifying Party fails to make a payment to the Indemnified Party within the time period set forth in this Section 8.1, such Indemnifying Party shall not be considered to be in breach of its covenants and obligations established in this Section 8.1 unless and until such failure exists on the date on which the obligation giving rise to the indemnification payment must be satisfied; provided, however, that the Indemnifying Party shall pay to the Indemnified Party (i) interest that accrues (at a rate equal to the Prime Rate plus two hundred (200) basis points) on the amount of such payment from the time that such payment was due to the Indemnified Party until the date that payment is actually made to the Indemnified Party; and (ii) any costs or expenses, including any breakage costs, incurred by the Indemnified Party to secure such payment or to satisfy the Indemnifying Party’s portion of the obligation giving rise to the indemnification payment.

Procedural Matters. Pursuant to Rule 214 of the Commission’s Rules of Practice and Procedure, 18 C.F.R. § 385.214 (2015), the timely, unopposed motions to intervene serve to make the entities that filed them parties to this proceeding.

Procedural Matters. Any written notice delivered to the indemnifying party in accordance with Section 9.5 shall show the amount due and owing together with a schedule calculating in reasonable detail such amount (and shall include any relevant Tax Return, statement, ▇▇▇▇ or invoice related to such Taxes, costs, expenses or other amounts due and owing). All payments required to be made by one party to the other party pursuant to this Section 4 shall be made by electronic, same day wire transfer. Payments shall be deemed made when received. If the indemnifying party fails to make a payment to the indemnified party within the time period set forth in this Section 4, the indemnifying party shall pay to the indemnified party, in addition to interest that accrues pursuant to Section 4.4, any costs or expenses, including any breakage costs, incurred by the indemnified party to secure such payment or to satisfy the indemnifying party’s portion of the obligation giving rise to the indemnification payment.

Procedural Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All powers and remedies given by this Article 7 to the Trustee or to the Holders shall, to the extent permitted by law, be cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee or the Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture.

Procedural Matters. Except as specifically provided in this Part, an arbitration hereunder will be conducted in accordance with the Arbitration Act. The arbitrator will fix a time and place in Vancouver, British Columbia for the purpose of hearing the evidence and representations of the parties, all of which will be in camera, and he will preside over the arbitration and determine all questions of procedure not provided for under the Arbitration Act or this Part. After hearing any evidence and representations that the parties may submit, the arbitrator will make an award and reduce the same to writing and deliver one copy thereof to each of the parties. The award will be kept confidential by the parties except to the extent that disclosure is required by applicable securities laws or stock exchange rules. The decision of the arbitrator will be made within forty five (45) days after his appointment, subject to any reasonable delay due to unforeseen circumstances. The expense of the arbitration will be paid as specified in the award. The parties agree that the award of the single arbitrator will be final and binding upon each of them and will not be subject to appeal.

Procedural Matters. A party from whom indemnity shall be sought pursuant to the provisions of this Section 6 shall not be liable with respect to such indemnity under paragraph (a) or (b) of this Section 6 unless the indemnified party shall have given written notice to such indemnifying party of the nature of such claim promptly after receipt by such indemnified party of notice of the commencement of any action or proceeding involving such claim; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve such indemnifying party from any liability which it may have to such indemnified party (X) otherwise than on account of this Section 6 or (Y) except to the extent that the failure to give such notice shall have been materially prejudicial to such indemnifying party. Unless in the reasonable judgment of the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, the indemnifying party shall be entitled to participate in and to assume the defense of any such claim, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. In the case of conflict of interest as set forth above, the indemnifying party shall pay the reasonable fees and expenses of one counsel for all parties indemnified by such indemnifying party with respect to such claim. In no event will the indemnifying party be subject to any liability for any settlement made by any indemnified party without its consent.

Procedural Matters. (i) Parent shall prepare and timely file all Consolidated Tax Returns required to be filed by Parent or any of its Affiliates in respect of any Parent Group that includes the Company in accordance with clause (a)(i) above. (ii) Subject to clause (e)(iii) below, Parent shall have the right to make all decisions and elections with respect to all Consolidated Tax Returns described in clause (a)(i) above and with respect to all matters relating to the Parent Group Tax of any Parent Group that includes the Company, including, without limitation, (1) the right to determine (A) the manner in which such Consolidated Tax Returns shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (B) whether any amended Consolidated Tax Return shall be filed, (C) whether any filing extensions may be requested and (D) the elections that will be made by any member of such Parent Group, (2) the right to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such Consolidated Tax Returns; provided, however, that any such compromise or settlement that would result in liability of the Company for Taxes in excess of $1,500,000 shall be subject to the prior approval of Company, which approval shall not be unreasonably withheld, and (3) the right to control any filing, prosecution, contest, compromise or settlement of any claim for refund, including the right to determine whether any refunds, to which the Parent Group may be entitled, shall be paid by way of refund or credited against the Parent Group Tax of the applicable Parent Group. (iii) All expenses incurred by Parent resulting from actions described under this clause (e) shall be shared on a pro rata basis by the members of the applicable Parent Group that includes the Company, based on the extent to which such expense relates to each such member (including, without limitation, the Company and its Subsidiaries).

Procedural Matters. In accordance with the applicable provisions of Part 154 of the Commission’s regulations,2 MEP is submitting an eTariff XML filing package, which includes the following:

Procedural Matters. The Trustee and the Collateral Agent may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee, the Collateral Agent or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.