Abengoa ROFO Assets Sample Clauses

Abengoa ROFO Assets. During the Term, Abengoa hereby grants to Yield and its Affiliates a right of first offer on any proposed Transfer of any interest in a Contracted Asset owned by Abengoa Group and located in: the following primary geographies: (i) the following countries in North America: United States, Canada and Mexico; (ii) the following countries in South America: Chile, Brazil, Peru, Uruguay and Colombia; and (iii) the European Union. In addition, Abengoa grants to Yield and its Affiliates a right of first offer on any proposed Transfer involving any four (4) Contracted Assets to be agreed among the Parties within a one (1) month period from the Effective Date in writing and located in (i) the following countries in Africa: Morocco, Tunisia, Algeria, South Africa, Namibia, Kenya and Ghana; (ii) the following countries in the Middle East: Israel, United Arab Emirates, Saudi Arabia, Qatar and Oman; and (iii) the following countries in Asia: Turkey, Japan, Malaysia, Thailand, India and Australia (the “Secondary Geographies”). Each asset fulfilling the conditions in this paragraph as referred to individually as an “Abengoa ROFO Asset,” and such assets are collectively referred to as, the “Abengoa ROFO Assets”).
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Abengoa ROFO Assets. During the Term, Abengoa hereby grants to Yield and Yield’s Affiliates a right of first offer on any proposed Transfer of any interest, direct or indirect, in a Contracted Asset or Development Asset owned by the Abengoa Group and located in the following primary geographies:
Sample 1
Abengoa ROFO Assets. During the Term, Abengoa hereby grants to Yield and its Affiliates a right of first offer on any proposed Transfer of any interest in a Contracted Asset owned by Abengoa Group and located in: the following primary geographies: (i) the following countries in North America: United States, Canada and Mexico; (ii) the following countries in South America: Chile, Brazil, Peru, Uruguay and Colombia; and (iii) the European Union. In addition, Abengoa grants to Yield and its Affiliates a right of first offer on any proposed Transfer involving any four
Sample 1
Abengoa ROFO Assets. During the Term, Abengoa hereby grants to Yield and Yield’s Affiliates a right of first offer on any proposed Transfer of any interest, direct or indirect, in a Contracted Asset or Development Asset owned by the Abengoa Group and located in the following primary geographies: (i) the following countries in North America: United States, Canada and Mexico; (ii) the following countries in South America: Chile, Brazil (except for Abengoa Concessoes Brasil Holding´s 51% interest in Linha Verde, a transmission line in Brazil, shall not be subject to the right of first offer), Peru, Uruguay and Colombia; and (iii) the European Union. In addition, Abengoa grants to Yield and Yield’s Affiliates a right of first offer on any proposed Transfer involving any four (4) Contracted Assets located in (i) the following countries in Africa: Morocco, Tunisia, Algeria, South Africa, Namibia, Kenya and Ghana; (ii) the following countries in the Middle East: Israel, United Arab Emirates, Saudi Arabia, Qatar and Oman; and (iii) the following countries in Asia: Turkey, Japan, Malaysia, Thailand, India and Australia (the “Secondary Geographies”). Each asset fulfilling the conditions in this paragraph is referred to individually as an “Abengoa ROFO Asset,” and collectively, the “Abengoa ROFO Assets”). For the avoidance of doubt, the proposed Transfer of any interest, direct or indirect, in a Development Asset by any Investment Vehicle shall be the subject to the right of first offer and the terms and conditions provided herein. On July 2, 2014, Abengoa and Yield agreed in writing that the initial four (4) Abengoa ROFO Assets in Secondary Geographies are Honaine, Skikda, Shams and SPP1. The list of the four (4) Contracted Assets in Secondary Geographies considered as Abengoa ROFO Assets will be updated to include a replacement Contracted Asset any time Yield acquires an asset or a ROFO Termination Date occurs with respect to a Contracted Asset from that list. In case the Parties do not reach an agreement of which asset should be added to the list after 20 calendar days of such acquisition or ROFO Termination Date, Abengoa will in good faith propose three Contracted Assets in Secondary Geographies and Yield will pick one out of those three to be added to the list. Thereafter, such added Contracted Asset will be an Abengoa ROFO Asset for all purposes hereunder. Additionally, Abengoa may offer Contracted Assets in other geographies and may offer Contracted Assets of a different nature th...
Sample 1

Related to Abengoa ROFO Assets

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Intercompany Transactions 72 Section 9.13

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Competing Interests Neither the Selling Person, nor any director, manager, officer or management-level employee of Sellers, nor any Affiliate of the Selling Person (each, a “Related Party”): (a) owns, directly or indirectly, an interest in any Person that is a competitor, customer or supplier of Sellers (in respect of the Business) or that otherwise has material business dealings with Sellers (in respect of the Business); or (b) is a party to, or otherwise has any direct or indirect interest opposed to Sellers under, any Business Contract or other business relationship or arrangement.

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