Development Agreement As soon as reasonably practicable following the ISO’s selection of a transmission Generator Deactivation Solution, the ISO shall tender to the Developer that proposed the selected transmission Generator Deactivation Solution a draft Development Agreement, with draft appendices completed by the ISO to the extent practicable, for review and completion by the Developer. The draft Development Agreement shall be in the form of the ISO’s Commission-approved Development Agreement for its reliability planning process, which is in Appendix C in Section 31.7 of Attachment Y of the ISO OATT, as amended by the ISO to reflect the Generator Deactivation Process. The ISO and the Developer shall finalize the Development Agreement and appendices as soon as reasonably practicable after the ISO’s tendering of the draft Development Agreement. For purposes of finalizing the Development Agreement, the ISO and Developer shall develop the description and dates for the milestones necessary to develop and construct the selected project by the required in-service date identified in the Generator Deactivation Assessment, including the milestones for obtaining all necessary authorizations. Any milestone that requires action by a Connecting Transmission Owner or Affected System Operator identified pursuant to Attachment P of the ISO OATT to complete must be included as an Advisory Milestone, as that term is defined in the Development Agreement. If the ISO or the Developer determines that negotiations are at an impasse, the ISO may file the Development Agreement in unexecuted form with the Commission on its own, or following the Developer’s request in writing that the agreement be filed unexecuted. If the Development Agreement is executed by both parties, the ISO shall file the agreement with the Commission for its acceptance within ten (10) Business Days after the execution of the Development Agreement by both parties. If the Developer requests that the Development Agreement be filed unexecuted, the ISO shall file the agreement at the Commission within ten (10) Business Days of receipt of the request from the Developer. The ISO will draft, to the extent practicable, the portions of the Development Agreement and appendices that are in dispute and will provide an explanation to the Commission of any matters as to which the parties disagree. The Developer will provide in a separate filing any comments that it has on the unexecuted agreement, including any alternative positions it may have with respect to the disputed provisions. Upon the ISO’s and the Developer’s execution of the Development Agreement or the ISO’s filing of an unexecuted Development Agreement with the Commission, the ISO and the Developer shall perform their respective obligations in accordance with the terms of the Development Agreement that are not in dispute, subject to modification by the Commission. The Connecting Transmission Owner(s) and Affected System Operator(s) that are identified in Attachment P of the ISO OATT in connection with the selected transmission Generator Deactivation Solution shall act in good faith in timely performing their obligations that are required for the Developer to satisfy its obligations under the Development Agreement.
Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.
License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.
MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.
Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.
License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.
Supply Agreement Seller and Buyer, or their Affiliates, shall have executed the Supply Agreement.
Project Agreement The Parties hereto have signed the Project Agreement, in counterpart, on the dates indicated below. Original Signed by 04-09-09 Xxxxxx Xxxxx Date Deputy Minister Natural Resources Canada Original Signed by 05-08-09 Xxxxx Xxxxxxxxx Date President Canadian Environmental Assessment Agency Original Signed by 04-08-09 Xxx Xxxxxxxx Date Chairman & Chief Executive Officer Canada-Newfoundland and Labrador Offshore Petroleum Board Original Signed by 19-08-09 Xxxxxx Xxxxxxxxx Date Deputy Minister Fisheries and Oceans Canada Original Signed by 18-08-09 Xxxxxx Xxxxxxxxxxx Date Deputy Minister Transport Canada Original Signed by 08-08-09 Xxx Xxxxxxx Date Deputy Minister Environment Canada Original Signed by 05-08-09 Xxxxxxx Xxxxxxx Date Deputy Minister Industry Canada Annexes Annex I Xxxxx Chart: Target Timelines for the Federal Review for the Project Annex II Key Milestones and Service Standards for the Environmental Assessment Annex III Canada-Newfoundland and Labrador Offshore Petroleum Board: Roles, Responsibilities, Key Milestones and Service Standards Annex IV Fisheries and Oceans Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex V Transport Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex VI Environment Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex VII Industry Canada: Roles, Responsibilities, Key Milestones and Service Standards Annex VIII Other Government Departments and Agencies: Roles and Responsibilities Annex I Xxxxx Chart: Target Timelines for the Federal Review for the Project Xxxxx XX Key Milestones and Service Standards for the Environmental Assessment Description/Activity Lead Support As Needed Service Standard/ Completion Date Post the Notice of Commencement of the EA on the CEAR C-NLOPB RAs, CEA Agency Completed – March 6, 2009 Public Comment Period on the Proposed Scope C-NLOPB RAs, CEA Agency Completed – May 22, 2009 Announce Availability of Participant Funding CEA Agency Completed – April 22, 2009 Finalize Proposed Scope following Public Review Period RAs CEA Agency Coincident with submission of Comprehensive Study Track Report Submit Comprehensive Study Track Report to Minister of the Environment C-NLOPB RAs, CEA Agency Completed – June 18, 2009 Make EA Track Decision Minister of the Environment CEA Agency Completed – July 22, 2009 Award Participant Funding CEA Agency Coincident with posting of the Notice of the Minister’s EA Track Decision Post the Final Scope on the CEAR C-NLOPB RAs, CEA Agency Within five days following the Minister’s Track Decision Submit Draft Comprehensive Study Report (CSR) Proponent Determined by the Proponent Public Comment Period on the Draft CSR CEA Agency Eight weeks following receipt of the Draft CSR Review Draft CSR RAs FAs, CEA Agency Eight weeks following receipt of draft CSR Analyze Public Comments and Submit Federal Response to Proponent RAs FAs, CEA Agency Three weeks from the close of the Public Comment Period on Draft CSR Submit Revised CSR Proponent Determined by the Proponent Review Proponent’s Response to Comments on Draft CSR and direct Proponent to finalize CSR RAs FAs, CEA Agency 21 days from receipt of Proponent’s response Submit Final CSR Proponent Determined by the Proponent Approve Final CSR RAs FAs, CEA Agency 21 days from receipt of Final CSR Submit CSR to Minister of RAs FAs, Following the approval of the Final Description/Activity Lead Support As Needed Service Standard/ Completion Date the Environment CEA Agency CSR Public Comment Period on the Final CSR CEA Agency RAs, FAs 30 days following approval of the Final CSR Post Notice and Analysis of Public Comments on the Final CSR on the CEAR CEA Agency RAs, FAs Coincident with the posting of the Minister’s EA Decision Statement Post Notice of Minister of the Environment’s EA Decision CEA Agency 35 days from the close of the Public Comment Period on the Final CSR Post Course of Action Decisions on the CEAR C-NLOPB CEA Agency Within four weeks of Minister’s EA Decision Xxxxx XXX Canada-Newfoundland and Labrador Offshore Petroleum Board Roles, Responsibilities, Key Milestones and Service Standards EA • Participate in meetings with other federal/provincial authorities as appropriate; • Review and comment on the EA work plan, public participation plan and communications plan; • Review and provide input into the CSR; • Provide expert advice with respect to C-NLOPB’s mandate under the Atlantic Accord Implementation Act (AAIA); • Take course of action decision following the Minister of the Environment’s EA decision; • Provide input into the follow-up and monitoring programs relative to C-NLOPB’s areas of regulatory responsibilities and areas of interest as required; and • Work with other RAs and FAs to ensure implementation of mitigation measures and those aspects of the follow-up program related to C-NLOPB’s areas of regulatory responsibilities and areas of interest under the AAIA as required. Regulatory • Participate in meetings with other federal/provincial authorities as appropriate; • Undertake any required activities related to C-NLOPB’s regulatory responsibilities under the AAIA as required to support C-NLOPB’s regulatory decisions; and • Conduct monitoring, inspections, audits and investigations to support its regulatory decisions as required. Note: The following milestones represent the key activities associated with the regulatory process for the Project and are not intended to reflect the entire work plan schedule associated with this Project. Furthermore, these milestones may need to be adjusted as additional information is made available. MILESTONE ACTIVITIES/DESCRIPTION LEAD SERVICE STANDARD Liaise with Proponent regarding relevant issues associated with preparation of a Development Plan (DP) and Canada- NL Benefits Plan (BP) pursuant to the AAIA C-NLOPB liaises with Proponent regarding issues relevant to preparation of a complete DP and BP, in consideration of the C-NLOPB’s February 2006 Development Plan Guidelines and its February 2006 Canada-NL Benefits Plan Guidelines C-NLOPB Ongoing Announce public review process for review of DP and BP C-NLOPB will determine, in consideration of the Project Description and the Minister of the Environment’s EA track decision, the most appropriate public review process for review of the DP and the BP. C-NLOPB In a timely manner following Minister of the Environment’s EA track decision Submission of Development Plan and Canada-NL Benefits Plan Proponent provides C-NLOPB with a complete DP and BP supported by such documents as are necessary, including but not limited to an Environmental Impact Statement (EIS) and a Socio-Economic Impact Statement. The CSR and its associated documentation shall fulfil the requirements for an EIS. Proponent Dependent upon the Proponent Refer/Publish DP and BP If Public Review Body appointed under the AAIA, file DP and BP documentation with it for review. Otherwise, publish DP and BP for public comment. C-NLOPB 1 day after application submission Publication of AAIA Public Review Body report If appointed, Public Review Body publishes report AAIA Public Review Body No later than 270 days from referral of DP and BP, or such shorter period as the C-NLOPB may determine C-NLOPB staff finalize proposed DP, BP decisions C-NLOPB staff finalize proposed DP and BP decisions, ensuring appropriate consideration of Public Review Body report, and reflection of Minister of the Environment’s EA Decision C-NLOPB 30 days from the later of: publication of the Public Review Body report OR the Minister of the Environment’s EA Decision C-NLOPB Board makes DP, BP decisions C-NLOPB Board Members consider the proposed decisions. C-NLOPB finalizes its decisions respecting the DP and the BP; submits DP decision to Minister of Natural Resources Canada and NL Minister of Natural Resources C-NLOPB 60 days from finalization of proposed DP, BP decisions Approve/reject DP decision Minister of NRCan and NL Minister of Natural Resources approve or reject the C-NLOPB DP decision. AAIA prescribes 30-day maximum period for this activity. NL Minister of Natural Resources, Minister of NRCan No later than 30 days from submission by C-NLOPB of DP decision Announce, publish DP and BP decisions C-NLOPB publishes DP and BP decisions following receipt of approval from Ministers of Natural Resources C-NLOPB Within 5 days of receipt of approval from both Ministers Annex IV Fisheries and Oceans Canada Roles, Responsibilities, Key Milestones and Service Standards EA • Participate in meetings with other federal/provincial authorities as appropriate; • Review and comment on the EA work plan, public participation plan and communications plan; • Review and provide input into the CSR; • Provide expert advice with respect to DFO’s mandate under the Fisheries Act and aquatic species under the Species at Risk Act, where appropriate; • Take a course of action decision following the Minister of the Environment’s EA decision; • Provide input into the follow-up and monitoring programs relative to DFO’s areas of regulatory responsibilities and areas of interest under the Fisheries Act and aquatic species under the Species at Risk Act as required; and • Work with other RAs and FAs to ensure implementation of mitigation measures and those aspects of the follow-up program, related to DFO’s areas of regulatory responsibilities and areas of interest under the Fisheries Act and aquatic species under the Species at Risk Act as required. Regulatory • Participate in meetings with other federal/provincial authorities as appropriate; • Prepare regulatory work plan; • Undertake any required activities related to DFO’s mandate under the Fisheries Act and aquatic species under the Species at Risk Act as required, to support DFO’s regulatory decisions. Note: The following milestones represent the key activities associated with the regulatory process for the Project and are not intended to reflect the entire work plan schedule associated with this Project. Furthermore, these milestones may need to be adjusted as additional information is made available. MILESTONE ACTIVITIES/DESCRIPTION LEAD SERVICE STANDARD Receipt from Proponent of an application for a Subsection 35(2) Fisheries Act authorization DFO receives application from the Proponent for authorization of impacts to fish and fish habitat under subsection 35(2) of the Fisheries Act complete with adequate plans, maps, reports and data to support the review. This may include a Fish Habitat Compensation Proponent Dependent on timing of the submission of the application by the Proponent. The application should be received in conjunction with the draft CSR. Plan/Strategy to support the Fisheries Act review. DFO response to Proponent regarding impacts to fish and fish habitat and the Fish Habitat Compensation Plan/Strategy (if provided) DFO reviews the application package (including proposed Fish Habitat Compensation Plan/Strategy and associated financial security, if applicable), for adequacy, to support the Fisheries Act review. DFO requests further information, if required, to proceed with review of the application (and the CSR, if reviews are concurrent). DFO Concurrent with review of the CSR if application is received during the CSR review. Receipt of additional information from Proponent DFO receives additional information from Proponent Proponent Dependent on timing of the submission of additional information by Proponent DFO response to Proponent regarding Receipt/Review of the Fish Habitat Compensation Plan DFO notifies Proponent that the Fish Habitat Compensation Plan is acceptable DFO Within 60 days of receipt of an acceptable Fish Habitat Compensation Plan. Decision by DFO regarding Issuance of Subsection 35(2) Fisheries Act authorization If appropriate, DFO issues Fisheries Act authorization to Proponent for impacts to fish and fish habitat. DFO DFO issues an authorization contingent on the EA Course of Action Decision under paragraph 37(1)(a) of the CEAA. If the Minister of the Environment issues an environmental assessment decision statement under subsection 23(1) of the CEAA, to the effect that the Project is likely to cause significant environmental effects, DFO’s course of action must be approved by the Governor in Council. If this is the case and the course of action allows for the issuance of an authorization, then the following timelines will only apply once that approval is provided. DFO issues the authorization 90 calendar days after DFO makes its course of action decision. Issuance will be contingent upon receipt of an acceptable Fish Habitat Compensation Plan (including financial security) and the discharge of any legal Aboriginal consultation obligations associated with the authorization(s). Issuance of the authorization will also consider the Proponent’s timing needs for the authorization in that, should the authorization not be required until much later than the timeline above, DFO will issue it when it is appropriate. Annex V Transport Canada Roles, Responsibilities, Key Milestones and Service Standards EA • Participate in meetings with other federal/provincial authorities as appropriate; • Review and comment on the EA work plan, public participation plan and communications plan; • Review and provide input into the CSR;
Client Agreement 2.1. The Company may unilaterally change any terms of this Client Agreement for any of the following reasons:
Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
