Changes to Joint Facilities Sample Clauses

Changes to Joint Facilities. (a) A Group shall not make any modification, addition to, or alteration of, any of that Group’s Joint Facilities exceeding (*) (a “Change”) without the prior written consent of the other Group, except in an emergency (as determined in good faith by such Group’s E&O Committee) and consistent with Prudent Utility Practice. For purposes of this Section 2.06(a), the cost of a Change shall be measured on a project work order basis, including, when applicable, the aggregate cost as detailed on a series of related project work orders. One hundred eighty (180) days prior to the planned commencement of work on such Change, the Group desiring to make such a Change shall first give written notice to the other Group, which written notice shall describe in detail the desired Change. Upon receipt of written notice of a desired Change, the other Group shall have ninety (90) days to object in writing that such Change is: (1) likely to prevent or substantially impair the Joint Facility from being useful in the normal operation of the other Group’s Plant, or (2) that the other Group is likely to suffer materially increased expenses for use of the Joint Facility due to the Change and, in either case, that the Change is not necessary to allow the Joint Facility to be used in accordance with Prudent Utility Practice. Any objection shall describe in detail the reasons the objecting Group believes the Change will prevent or substantially impair the useful operation of the Joint Facility or materially increase the expense of using the Joint Facility. If an objection is made, the Groups shall negotiate in good faith to arrive at a mutually acceptable Change, an acceptable alternate Joint Facility Fee, or another mutually acceptable resolution. Specifically, the Groups shall promptly make all reasonable efforts to resolve the dispute about the Change by amicable negotiations involving senior management representatives of the Groups. Each Group agrees to provide the other Group fxxxx, candid and timely disclosure of relevant facts, information and documents to facilitate the negotiations. If investigation or testing by Third Party experts would be of benefit to the Groups in resolving the dispute, the Groups shall cooperate with each other to facilitate such investigation or testing, as well as the allocation of any costs and expenses of Third Party experts.
Sample 1
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Related to Changes to Joint Facilities

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  • Governing Law and Construction THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF MINNESOTA. Whenever possible, each provision of this Agreement and any other statement, instrument or transaction contemplated hereby or relating hereto shall be interpreted in such manner as to be effective and valid under such applicable law, but, if any provision of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto.

  • Governing Law and Consent to Jurisdiction This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

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  • Governing Law and Submission to Jurisdiction (a) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable in that province.

  • Applicable Law and Submission to Jurisdiction This Service Agreement and Company's Tariff, and the rights and obligations of Company and Shipper thereunder are subject to all relevant United States lawful statutes, rules, regulations and orders of duly constituted authorities having jurisdiction. Subject to the foregoing, this Service Agreement shall be governed by and interpreted in accordance with the laws of the State of Nebraska. For purposes of legal proceedings, this Service Agreement shall be deemed to have been made in the State of Nebraska and to be performed there, and the Courts of that State shall have jurisdiction over all disputes which may arise under this Service Agreement, provided always that nothing herein contained shall prevent the Company from proceeding at its election against the Shipper in the Courts of any other state, Province or country. At the Company's request, the Shipper shall irrevocably appoint an agent in Nebraska to receive, for it and on its behalf, service of process in connection with any judicial proceeding in Nebraska relating to this Service Agreement. Such service shall be deemed completed on delivery to such process agent (even if not forwarded to and received by the Shipper). If said agent ceases to act as a process agent within Nebraska on behalf of Shipper, the Shipper shall appoint a substitute process agent within Nebraska and deliver to the Company a copy of the new agent's acceptance of that appointment within 30 days.

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  • Governing Law; Submission to Jurisdiction; Waivers (a) This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Seller acknowledges that the obligations of Buyer hereunder or otherwise are not the subject of any recourse to, any direct or indirect parent or other Affiliate of Buyer. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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