Topic:"Legal Procedures" in M12394

1.4 Applicable Law and Submission to Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of NL and the Federal laws of Canada applicable therein, but excluding all choice-of-law provisions. Subject to...

AI summary The agreement is governed by the laws of Newfoundland and Labrador and federal Canadian laws, with the exclusive jurisdiction of NL courts. Parties waive objections to venue and inconvenience of forum, except as specified in Article 17.

- (c) a court having jurisdiction enters a judgment or order adjudging such Party a bankrupt or an insolvent person, or approving as properly filed an application or motion seeking an arrangement under the Corporations Act (Newfoundland an...

AI summary The text outlines conditions under which a party may be deemed insolvent, including court judgments, bankruptcy proceedings, and failure to pay current obligations. These scenarios involve legal actions such as reorganization, liquidation, and insolvency measures under applicable laws.

1.3 Applicable Law and Submission to Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the Federal laws of Canada applicable therein, but excluding a...

AI summary The agreement is governed by the laws of Newfoundland and Labrador and federal Canadian laws, excluding choice-of-law provisions. Both parties submit to the exclusive jurisdiction of Newfoundland and Labrador courts, with the right of appeal to the Supreme Court of Canada, and waive any objections to venue or inconvenience of forum.

5.14 Waiver of Sovereign Immunity A Party that now or hereafter has a right to claim sovereign immunity for itself or any of its assets hereby waives any such immunity to the fullest extent permitted by Applicable Law. This waiver includes...

AI summary This section waives sovereign immunity for parties involved, allowing for dispute resolution proceedings, judicial actions, and enforcement of decisions or settlements. The parties acknowledge their commercial nature under the agreement.

- (c) a court having jurisdiction enters a judgment or order adjudging such Party a bankrupt or an insolvent person, or approving as properly filed an application or motion seeking an arrangement under the Corporations Act (Newfoundland an...

AI summary The text outlines conditions under which a party may be deemed insolvent, including court judgments, bankruptcy proceedings, and failure to pay current obligations. These scenarios involve legal actions such as reorganization, liquidation, and insolvency measures under applicable laws.

10.1 Nalcor Events of Default Except to the extent excused by a Forgivable Event, the occurrence of one or more of the following events shall constitute a default by Nalcor under this Agreement (a " Nalcor Default "): - (a) Nalcor fails to...

AI summary This section outlines the conditions under which Nalcor would be in default under the agreement, including failure to pay, breach of terms, false representations, cessation of business, and insolvency events.

ARTICLE TEN: MISCELLANEOUS Section 10.6 ("Governing Law") is amended by: (1) deleting the words "State of New York" on the third and fourth lines and replacing them with the words "Province of Newfoundland and Labrador", and (2) adding the...

AI summary This section amends several clauses in Article Ten of the agreement, including changes to the governing law, the addition of the Energy Access Agreement to a general clause, and the incorporation of Article 14 of the EAA into the confidentiality clause.

5.14 Waiver of Sovereign Immunity A Party that now or hereafter has a right to claim sovereign immunity for itself or any of its assets hereby waives any such immunity to the fullest extent permitted by Applicable Law. This waiver includes...

AI summary This section waives sovereign immunity for parties involved in the agreement, allowing for dispute resolution proceedings and enforcement of decisions or settlements. The parties acknowledge their obligations are commercial, not governmental.

restated, reissued or replaced from time to time; " Income Tax Act " means the Income Tax Act (Canada); " Indemnified Party " has the meaning set forth in Section [13.4(a)](#page-98-0) ; " Indemnitor " has the meaning set forth in Section...

AI summary The text defines key terms in a legal agreement, including definitions related to insolvency, indemnification, and the initial term of a power generation project. It references Canadian and Newfoundland and Labrador legislation and includes provisions related to bankruptcy and insolvency.

or the suspension of MFP Development Activities pursuant to Section 2.10 of the NLDA, which discontinuance or cessation shall constitute a Compensation Event to which this Section 8.6 shall apply. With respect to a Compensation Event, Emer...

AI summary This section outlines the conditions under which Nalcor must compensate Emera in the event of a Compensation Event, such as the suspension of MFP Development Activities. Emera may claim compensation, including the Compensation Value and reasonable out-of-pocket costs, provided it is in compliance with its obligations.

11.1 Nalcor Assignment Rights - (a) General Nalcor shall not be entitled to assign all or any portion of its interest in this Agreement, any Claim or any other agreement relating to any of the foregoing (collectively, the " Nalcor Rights "...

AI summary This section outlines the rules regarding Nalcor's assignment rights under the agreement, specifying that Nalcor cannot assign its interests without Emera's prior written consent, except to affiliates under certain conditions. A change in control of an affiliate may also require Emera's consent, and any unauthorized assignment is void.

17.14 Waiver of Sovereign Immunity A Party that now or hereafter has a right to claim sovereign immunity for itself or any of its assets hereby waives any such immunity to the fullest extent permitted by Applicable Law. This waiver include...

AI summary This section waives sovereign immunity for parties involved in the agreement, allowing for dispute resolution proceedings and enforcement of decisions resulting from them. The waiver applies to all related legal processes and is acknowledged as a commercial, not governmental, obligation.

2.2 Assumption of Liabilities The Assignee hereby accepts the within assignment of the Assigned Agreement as of the Effective Date and covenants and agrees with the Assignor and the Consenting Party to assume the covenants and obligations...

AI summary The Assignee accepts the assignment of the Assigned Agreement and agrees to assume all liabilities and obligations of the Assignor under the agreement, specifically for matters occurring after the Effective Date.

5.14 Waiver of Sovereign Immunity A Party that now or hereafter has a right to claim sovereign immunity for itself or any of its assets hereby waives any such immunity to the fullest extent permitted by Applicable Law. This waiver includes...

AI summary This section waives sovereign immunity for parties involved in the agreement, allowing for dispute resolution proceedings and enforcement of decisions or settlements. The parties acknowledge their obligations are commercial, not governmental.