Note to Bidders. This indemnity shall remain as uncapped because the potential liability and losses which could be incurred by the Customer as a result of a breach of 3rd party IPRs are potentially vast and are not quantifiable. In the event that the Supplier is unable to procure a licence to use a 3rd party’s infringed IPRs, the Customer’s entire business could be put at serious risk, in addition to the possible claims for damages. This risk is within the full control of the Supplier. This indemnity shall remain as uncapped The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Supplier: shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Customer; shall consider and defend the Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute; and shall not settle or compromise the Claim without Approval (such decision to Approve or not shall not be unreasonably withheld or delayed). If a Claim is made in connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (such decision to Approve or not shall not be unreasonably withheld or delayed), use its best endeavours to: modify the relevant part of the Services and/or the Deliverables without reducing the functionality or performance of the same, or substitute alternative Services and/or deliverables of equivalent functionality or performance, so as to avoid the infringement or the alleged infringement, provided that there is no additional cost or burden to the Customer; or procure a licence to use and supply the Services and/or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the Customer; and/or in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations and in the event that the Supplier is unable to comply with Clauses 19.14.1 or 19.14.2 within twenty (20) Working Days of receipt of the Supplier’s notifica...
Note to Bidders. This section is applicable only if Seller is a special purpose entity.] Concurrently with the execution of this Agreement, Seller’s equity holders shall execute and file such agreements, documents, instruments, and other writings as Buyer may request, all in form and substance satisfactory to Buyer, to give Buyer a perfected security interest in and lien on all ownership interests in Seller as security for Seller’s performance and any amounts owed by Seller to Buyer pursuant to this Agreement (the “Pledge Interest”). The Pledge Interest shall be subordinate in right of payment, priority and remedies only to the interests of the financiers for the Facility contemplated by Section 2.2.3 and approved by Buyer.
Note to Bidders the optimal conditions based on manufacturer designation and the equipment used by the Facility to be agreed upon and included in Exhibit M]
Examples of Note to Bidders in a sentence
Seller’s obligations under this Agreement are subject to the following conditions precedent, each of which may be waived by Seller in its sole discretion: [Note to bidders: conditions precedent, if any, to Seller’s obligations under the PPA should be set out here] If these conditions precedent have not been satisfied or waived by Seller on or before [ , 20 ], either Party shall have the right to terminate this Agreement by giving five (5) Business Days’ prior notice of termination to the other Party.
More Definitions of Note to Bidders
Note to Bidders. Please complete Schedule 2.
Note to Bidders means the notice of that name by which the Owner expands on Invitation to tender; but is not limited to for the Contract;
Note to Bidders. This table will be adjusted as necessary to conform with NERC requirements as they exist at the time of execution of this Agreement. EXHIBIT K CONTRACT PRICE; COMPENSABLE CURTAILMENT PRICE; STORAGE PRICE [To be provided.] EXHIBIT L PARTY NOTICE INFORMATION Notices PacifiCorp Seller All Notices: PacifiCorp 000 XX Xxxxxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxx 00000- 2315 Attn: Contract Administration E-mail: xxxxxxxx@xxxxxxxxxx.xxx All Invoices: Attn: Back Office, Suite 1900 Email: xxxxxxxxxxxxx@xxxxxxxxxx.xxx Scheduling: Attn: Pre-Scheduling, Suite 600 Phone: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx Payments: Attn:Central Cashiers Office, Suite 550 Phone: (000) 000-0000 Wire Transfer: To be provided in separate letter from PacifiCorp to Seller Credit and Collections: Attn: Credit Manager, Suite 600 Phone (000) 000-0000 Notices of an Event of Default or Potential Event of Default: PacifiCorp Legal Department 000 XX Xxxxxxxxx, Xxxxx 0000 Xxxxxxxx, Xxxxxx 00000- 2315 Attn: Assistant General Counsel EXHIBIT M FORM OF LENDER CONSENT This CONSENT AND AGREEMENT (this “Consent”), dated as of [ ], 20[ ], is entered into by and among PacifiCorp, an Oregon corporation, acting in its merchant function capacity (together with its permitted successors and assigns, “PacifiCorp”), [ ], in its capacity as [Administrative Agent] for the Lenders (as hereinafter defined) (together with its successors, assigns and designees in such capacity, “Administrative Agent”), and [ ], a [ ] (together with its permitted successors and assigns, “Borrower”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the PPA (as hereinafter defined).
Note to Bidders. The following form agreement pertains to an on-system project, whereby PGE will purchase energy and capacity from a generating resource and storage resource, respectively, that will be constructed at the same time and on the same site. Changes to the terms and conditions or additional terms and conditions may be necessary for an off-system project, or if bidder desires to utilize the storage resource, or if the energy and storage resources are not going to be constructed at the same time.] This WHOLESALE RENEWABLE POWER AND STORAGE CAPACITY PURCHASE AGREEMENT (“Agreement”) is entered into effective as of the day of , 20 (“Effective Date”), by and between [Seller], a [State] [Entity Type] (“Seller”), and Portland General Electric Company, an Oregon corporation (“PGE”). PGE and Seller are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Note to Bidders. This table will be adjusted as necessary to conform with NERC requirements as they exist at the time of execution of this Agreement.
Note to Bidders other Key Personnel identified in Bidder’s response will be added here.]
Note to Bidders. The timing, conditions and requirements of Availability Completion remain subject to further review and change by Owner’s tax advisors.