Firm. The City of Ottawa hereby grants Ottawa-Carleton Ultimate Assoc. (Adult) (hereinafter called the "Licensee") represented by Susan Driedger, permission to use the Facilities as outlined, subject to the Terms and Conditions of this Agreement contained herein and attached hereto all of which form part of this Agreement.
Firm. The Firm shall indemnify and hold harmless the Funds, the Funds’ custodian, the Funds’ underwriter, the Funds’ distributor, the Funds’ investment advisor, the Fund Agent, the Funds’ transfer agent/shareholder servicing agent, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents, employees and assigns of each of the foregoing (collectively, “Indemnified Fund Parties”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Firm) to which any of them may be or become subject to as a result or arising out of (a) any negligent act or omission by the Firm, the Trust’s correspondents, or their agents relating to NETWORKING; provided the Fund Agent has not acted negligently; (b) any breach of the Trust’s representations or warranties in this Agreement; (c) the failure of the Firm or the Trust’s correspondents to comply with any of the terms of this Agreement; or (d) the Fund Agent’s acceptance of any transaction or account maintenance information from the Firm through NETWORKING.
Firm. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 7(b) will be made in writing by a nationally recognized accounting or valuation firm (the “Firm”) selected by the Company, whose determination will be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this Section 7(b), the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs and make all payments for the Firm’s services relating to any calculations contemplated by this Section 7(b).
Firm. Subject to the provisions hereof, Seller and Buyer shall Schedule, or cause to be Scheduled, at the Delivery Point(s) each Gas Day on a firm basis, if the Parties have so elected in a Transaction as evidenced in a Confirmation, the Designated Quantity. If on any Gas Day Seller or Buyer fails to Schedule the Designated Quantity, then such occurrence shall constitute a "Default" and the "Default Quantity" shall be the numerical difference between the Designated Quantity and the amount of Gas Scheduled and delivered for such Gas Day. Upon Default, the defaulting party shall pay to the other party an amount equal to the sum of the product of the Default Quantity multiplied by the Replacement Price Differential plus liquidated damages equal to $0.15 multiplied by the Default Quantity. "Replacement Price Differential" means (i) in the event of a Seller's Default, the positive difference obtained by subtracting the Contract Price from the cost to Buyer, including incremental transportation costs and other basis adjustments, to replace the Default Quantity for such Gas Day (but excluding penalties or charges for unauthorized receipts of Gas by Buyer) and (ii) in the event of a Buyer's Default, the positive difference obtained by subtracting (a) the price obtained by Seller in an arms-length sale(s) to a third party of a quantity equal to the Default Quantity for such Gas Day, less incremental transportation charges to Seller, and including other basis adjustments, from (b) the Contract Price.
Firm. If sales under this Agreement are designated as “Firm”, then deliveries and receipts of gas under this Agreement may not be interrupted except for reasons of Force Majeure or curtailment on Buyer’s LDC. The Parties agree to make and accept deliveries of gas on a non-interruptible basis up to Buyer’s MDQ. If Seller interrupts Buyer for reasons other than Force Majeure or a curtailment by Buyer’s LDC, Buyer’s exclusive remedy shall be that Buyer may recover damages as provided in Article 11.