Unavailable Clause Samples

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Unavailable. 1. Temporary power and utilities 2. OC San restroom facilities
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Unavailable. An Occurrence of a failure to be present at work on an employee’esntire day of work due to personal reasons. To obtain an “Unavailableth,e e”mployee must notify the office in person or by telephone before their scheduled start time. For bus and light rail operators, an Unavailable notification must be given 60 minutes before their scheduled pull out time.
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Unavailable. A physical state in which the Plant is not capable of providing Net Energy or Capacity to the Point of Delivery.
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Unavailable. If the Availability Notice identifies the Parental Target as an Unavailable Parental Target, then such Parental Target shall not be an Optioned Collaboration Parental Target and Moderna may select another Parental Target pursuant to the process set forth in Section 3.3.2(b) up to [**] more times in a given [**] period (for clarity, if all three Option Notices delivered by Moderna in a [**] period select Parental Targets that are Unavailable Parental Targets, then Moderna may either [** [**] **] or select an Optioned Collaboration Parental Target pursuant to Section 3.3.2(a) or Section 3.3.2(c)); provided, that if the identified Parental Target is an Unavailable Parental Target solely because Immatics has granted non-exclusive rights with respect to such Parental Target, then Immatics shall notify Moderna of such non-exclusive rights, and Moderna may select such Parental Target as an Optioned Collaboration Parental Target subject to any such rights previously granted and obligations previously agreed to by Immatics, and if Moderna selects such Parental Target as an Optioned Collaboration Parental Target, then Moderna may select an Optioned Collaboration Research Target for such Optioned Collaboration Parental Target in accordance with the process set forth in Section 3.3.3.
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Unavailable. Employees who desire to leave their headquarters or home station, will, if instructed to do so due to anticipated emergency conditions, notify their ▇▇▇▇▇▇▇ or supervisor that they will be away and the approximate length of time and if possible, where they may be contacted.
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Unavailable. The Service is taken to be Unavailable in any Dispatch Interval during the Service Period (except to the extent that the Service Equipment is subject to a Planned Outage in the Dispatch Interval) if: (a) a Condition Precedent is not satisfied (and has not been extended or waived under clause 3.3); (b) the Service Provider’s Real-Time Market Submission or Standing Real-Time Market Submission for the Service Equipment and for the Dispatch Interval is not in accordance with clause 4.2(b); (c) the Service Equipment is or continues to be subject to a Forced Outage in the Dispatch Interval that prevents the Service Equipment from providing the Service; (d) the Service Equipment is subject to a Commissioning Test Plan in the Dispatch Interval; (e) (with respect to any difference between a Dispatch Instruction quantity and the relevant Maximum Service Quantity for a Dispatch Interval) AEMO identifies from available data that the Service Equipment would have been unable to comply with the Service Provider’s Real-Time Market Submission or Standing Real-Time Market Submission for the Service Equipment for the Dispatch Interval; or (f) clause 5.3 applies.
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Unavailable. If the Gatekeeper notifies Exelixis that the Target is Unavailable, such Target shall not be designated a Collaboration Target and Exelixis shall have the right to nominate another Target as a Collaboration Target at any time prior to the later of (i) the expiration of the Target Selection Term and (ii) [***] after receipt of Adagene’s written notice of such Unavailability.
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Unavailable. The Service is Unavailable in any Dispatch Interval during the Service Period (except to the extent the Registered Service Equipment is subject to a Planned Outage in the Dispatch Interval) if: (a) a Condition Precedent is not satisfied and AEMO (in its sole discretion and acting reasonably) does not waive non-satisfaction of the Condition Precedent under clause 3.3; (b) the Service Provider’s Real-Time Market Submission or Standing Real-Time Market Submission for the Registered Service Equipment and for the Dispatch Interval is not in accordance with clause 4.1(b) or clause 4.1(c); (c) clause 5.3 applies; (d) the Registered Service Equipment is or continues to be subject to a Forced Outage in the (e) the Registered Service Equipment is subject to a Commissioning Test in the Dispatch Interval that does not occur during a Planned Outage; or (f) (with respect to any difference between a Dispatch Instruction quantity and the relevant Maximum Service Quantity for a Dispatch Interval) AEMO identifies from available data that the Registered Service Equipment would have been unable to comply with the Service Provider’s Real-Time Market Submission or Standing Real-Time Market Submission for the Registered Service Equipment for the Dispatch Interval.
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Related to Unavailable

  • Procedure for Indemnification Notwithstanding anything to the contrary in this Servicing Agreement, in the event that an Indemnified Party is entitled to indemnification pursuant to the terms of this Servicing Agreement, such Indemnified Party shall promptly notify the Person against whom such indemnity may be sought (hereinafter called the “Indemnifying Party”) in writing and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party or, at the Indemnified Party’s option, such Indemnified Party may select its own counsel with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, to represent the Indemnified Party and any others the Indemnified Party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm at any one time (in addition to any local counsel) for all such Indemnified Parties (unless necessary because of conflicts of interest), and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with such consent or if there be an adverse final judgment, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

  • Procedures for Indemnification (a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third Party Claim which shall be governed by Section 6.4(b)), within ten (10) Business Days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnifying Party will have a period of thirty (30) days after receipt of a notice under this Section 6.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII. (b) If a claim or demand (including the commencement of an Action) is made against a Dover Indemnitee or a ▇▇▇▇▇▇▇ Indemnitee (each, an “Indemnitee”) by any Third Party as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement (a “Third Party Claim”), such Indemnitee shall notify the Party which is or may be required pursuant to this Article VI or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail (which may be satisfied by providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), of the Third Party Claim promptly (and in any event within ten (10) Business Days) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (c) Other than in the case of a Liability being managed by a Party in accordance with any Ancillary Agreement, an Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and seek to settle or compromise any Third Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the applicable Indemnitees, if it gives notice of its intention to do so to the applicable Indemnitees within thirty (30) days of the receipt of such notice from such Indemnitees. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party. In the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel and to participate in (but not control) the defense, compromise, or settlement of that portion of the Third Party Claim that involves such conflict of interest or seeks equitable relief with respect to the Indemnitee(s). (d) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in Section 6.4(c), such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee all witnesses, pertinent Information, material and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee. (e) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in clause (c) above, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (f) In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the consent of the Indemnitee, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the Indemnitee and provides for a full, unconditional and irrevocable release of the Indemnitee from all Liability in connection with the Third Party Claim. (g) Except as otherwise provided in Section 10.20, absent fraud by an Indemnifying Party, the indemnification provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement (including with respect to monetary or compensatory damages or losses arising out of or relating to, as the case may be, any ▇▇▇▇▇▇▇ Liability or Dover Liability), and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. The remedies provided in this Article VI shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party. (h) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 6.4, the terms of the Ancillary Agreement will govern. (i) Any Indemnitee that has made a claim for indemnification pursuant to this Section 6.4 shall use commercially reasonable efforts to mitigate any Indemnifiable Losses in respect thereof. (j) The provisions of this Article VI shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claim brought or asserted after the date of this Agreement. There shall be no requirement under this Section 6.4 to give a notice with respect to any Third Party Claim that exists as of the Effective Time. The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Dover Liabilities and partly ▇▇▇▇▇▇▇ Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article VIII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third Party claims or cross-claims against the other Party or its Subsidiaries in an Action in which a Third Party Claim is being resolved.