Qualification to Operator’s Obligations Clause Samples

Qualification to Operator’s Obligations. Operator shall: (i) not be liable to Owner for any Loss suffered or incurred by Owner or any third Person and (ii) be indemnified and held harmless by Owner for any Loss suffered or incurred by Operator or in respect of the claims of any third Person to the extent in each such case that such Loss is as a direct result of: (a) Operator’s compliance with the terms of this Agreement or any other Project Contract; (b) Operator’s compliance with any instruction or direction given by Owner or any constraint imposed by Owner at any time upon Operator which is different from those otherwise provided by this Agreement; (c) Owner’s failure to comply with its obligations under this Agreement, including failure to make timely payment of Operating Expenses, or any other Project Contract (unless any such obligation was to be performed by Operator pursuant to the terms of this Agreement or any other Project Contract), which failure has an adverse effect on Operator’s ability to perform the Services except to the extent that such failure is a result of any negligence, willful misconduct or breach of this Agreement by Operator; (d) a design, manufacturing or construction defect in the Facility or any component incorporated therein; (e) the absence or lapse of any Government Approval, other than any absence or lapse resulting from Operator’s failure to comply with its obligations under Section 3.8; (f) a Contractor’s failure to comply with its obligations under any Project Contract or any other contract between a Contractor and Owner relating to the Facility, which failure results in Operator’s inability to perform its obligations hereunder, except to the extent that such failure is a result of any negligence willful misconduct or breach of this Agreement by Operator; or (g) lack of spare parts except to the extent that it is the result of any negligence, willful misconduct or breach of this Agreement by Operator.
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Qualification to Operator’s Obligations. Operator shall: (i) not be liable to Owner for any Loss suffered or incurred by Owner or any third Person and (ii) be indemnified and held harmless by Owner for any Loss suffered or incurred by Operator or in respect of the claims of any third Person, to the extent in each such case that such Loss is as a result of: (a) Operator’s compliance with the terms of this Agreement (including Section 11.05), or any other agreement between Owner and Operator; (b) Any Project Contract; (c) Operator’s compliance with any instruction or direction given by Owner or the Owner’s Representative or any constraint imposed by Owner or the Owner’s Representative at any time upon Operator which is different from those otherwise provided by this Agreement; (d) Owner’s failure to comply with its obligations under this Agreement, including failure to procure the appropriate and suitable raw materials (as set forth in Exhibit A) and supplies for the production of Product and other items required under Section 4.0l(d), or under any other agreement between Owner and Operator, or under any Project Contract; (e) a design, manufacturing or construction defect in the Facility or any component incorporated therein; (f) the absence or lapse of any Government Approval, other than any absence or lapse resulting from Operator’s failure to comply with its obligations under Section 3.08; (g) Contractor’s failure to comply with its obligations under any Project Contract; or (h) inoperability of the Facility due to needed repairs, faulty equipment or machinery, lack of spare parts or otherwise except to the extent that it is the result of any gross negligence, willful misconduct or breach of this Agreement by Operator; (i) inability of the Facility to produce the Product at the times and schedules and in the quantities requested by Owner; and/or (j) any acts or omissions of any Successor Operator.
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Related to Qualification to Operator’s Obligations

  • Contractor’s Obligations Pursuant to this contract, the Contractor agrees to provide the specific services detailed herein and shall be responsible for the following:

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

  • Independent Nature of Investors’ Obligations and Rights The obligations of each Investor under any Transaction Document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Securities pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do so by any Investor.

  • Licensors Obligations The Licensor shall [use all reasonable efforts] to deliver the Delivery Materials to the Licensee on or before the Delivery Date. “

  • CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.