Additional Transaction Terms i. I understand and agree that You may refuse to effectuate a Transaction in Your sole discretion for any reason, including in the following instances: (a) the Transaction would violate applicable laws, rules, regulations, or appears intended to defraud or manipulate; (b) as it relates to a Cryptocurrency component of a Transaction, the existence of abnormal Cryptocurrency market conditions or a significant disruption in, or premature close of, trading in a Cryptocurrency, or the market or an exchange on which a Cryptocurrency is traded; (c) a Force Majeure Event or action by an exchange, regulatory or governmental authority that disrupts trading in a Cryptocurrency underlying a Transaction occurs or is imminent; or (d) International Payments or a Third-Party Service Provider is unable to obtain satisfactory Cryptocurrency liquidity in order to satisfy the Transaction.
Additional Transaction Terms. Required Governmental Approvals: 1. Competition Act Approval has been obtained. The Purchasers shared equally the payment of all required filing fees to the Commissioner of Competition with respect to obtaining the Competition Act Approval. Persons with Knowledge: Seller’s Persons with Knowledge: Xxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx and Xxx Xxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: Notwithstanding anything herein to the contrary, PSP and PCFC (on behalf of PEGI) shall assign their rights to acquire the Project Company Acquired Interests to New Belle River LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group XX0000 Xxxxxxx Xx.Xxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Xxx.0000 Xxxxxxx Xx.Xxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PSP: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx 0000 Xxxx-Xxxxxxxx Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9Attention: Managing Director, Infrastructure Investments Facsimile: 000-000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501, avenue XxXxxx Xxxxxxx, 00xx Xxxxx Xxxxxxxx, XxxxxxXxxxxx, X0X 0X0 Attention: Xxxxxxxxx Xxx Facsimile: 000-000-0000 E-mail: xxxx@xxxx.xxx
1. Not applicable.
Additional Transaction Terms. Required Governmental Approvals: 1. Competition Act Approval has been obtained. The Purchasers shared equally the payment of all required filing fees to the Commissioner of Competition with respect to obtaining the Competition Act Approval. Persons with Knowledge: Seller’s Persons with Knowledge: Xxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx PEGI’s Persons with Knowledge: Xxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx and Xxx Xxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: Notwithstanding anything herein to the contrary, PSP and PCFC (on behalf of PEGI) shall assign their rights to acquire the Project Company Acquired Interests to New Belle River LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group LP 0000 Xxxxxxx Xx. Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Inc. 0000 Xxxxxxx Xx. Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 To PSP: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx 0000 Xxxx-Xxxxxxxx Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention: Managing Director, Infrastructure Investments Facsimile: 000-000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Xxxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501, avenue XxXxxx College, 00xx Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx, X0X 0X0 Attention: Xxxxxxxxx Xxx Facsimile: 000-000-0000 E-mail: xxxx@xxxx.xxx 1. Not applicable.
Additional Transaction Terms. Required Governmental Approvals: Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in Green Power Generation GK pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben Xxxxxxxx, Xxxx Xxxx and Xxxxx Xxxxxx Seller’s Persons with Knowledge: Xxxx Xxxxxxxx, Xxxxxxxxxxx XxXxxx, Xxxxxx Xxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Purchaser: Xxxx 0, Xxx 0 Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 To Seller: Xxxx 0, Xxx 0 Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000
1. A properly executed Assignment and Assumption Agreement between Subsidiary Transferor and Subsidiary Purchaser transferring 100% of the membership interests of Kanagi Holdings LLC and Pattern Development Japan LLC. Copies or originals of the following documents, each dated as of or prior to the Closing Date:
1. A properly executed Assignment and Assumption Agreement between Subsidiary Transferor and Subsidiary Purchaser transferring 100% of the membership interests of Kanagi Holdings LLC and Pattern Development Japan LLC.
1. Receipt of the required Governmental Approvals (excluding the post-closing items) identified in Part VII of Section A.
2. No circumstances, developments, changes or events has occurred since the date hereof that, individually or in the aggregate, could reasonably be expected to result in the failure of a condition to closing set forth in Article 5 of the Tsugaru LP1 PSA. None. None.
I. Acquired Interests & Ownership Structure
II. Solar Project Information
Additional Transaction Terms. Required Governmental Approvals: 1. By Closing, the Competition Act Approval shall have been obtained. Persons with Knowledge: Seller’s Persons with Knowledge: Xxxxxxx Xxxxxxxx, Xxx Xxxxxx, Xxxx Xxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxxxxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx and Xxxxx Xxxxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx
Additional Transaction Terms. Required Governmental Approvals: 1. None Persons with Knowledge: Seller’s Persons with Knowledge: Xxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx and Xxx Xxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: Notwithstanding anything herein to the contrary, PCFC (on behalf of PEGI) shall assign its rights to acquire the Project Company Acquired Interests to New North Kent Wind 1 LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group XX0000 Xxxxxxx Xx.Xxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Xxx.0000 Xxxxxxx Xx.Xxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000
1. Not applicable.
1. Not applicable. 1. None. 1. None. 1. None. Project Company: North Kent Wind 1 LP Purchaser: Pattern Canada Finance Company ULC (“PCFC”)
Additional Transaction Terms. Required Governmental Approvals: 1. Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in HoldCo pursuant to the Foreign Exchange and Foreign Trade Act of Japan.
Additional Transaction Terms. By Purchaser or Purchaser Indemnified Party: 1. None By Seller or Seller Indemnified Party:
Additional Transaction Terms. Required Governmental Approvals: Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in Green Power Generation GK pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben Pxxxxxxx, Mxxx Xxxx and Dxxxx Xxxxxx Seller’s Persons with Knowledge: Sxxxxxx Xxxxxxxxx, Mxxxxx Xxxx, Kxxxx Xxxxxx and Rxxxxx Xxxxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Purchaser: Pxxx 0, Xxx 0 Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 400-000-0000 Fax: 400-000-0000 To Seller: Axxxxxx Xxxxxxxxx 0/X 0-00-00 Xxxxxxx, Xxxxxx-xx Xxxxx, Xxxxx 107-0052 Attention: CFO and General Counsel Phone: +00 (0) 0000-0000
Additional Transaction Terms. Updating of Disclosure Schedules: Seller shall notify Purchaser in writing of any material changes, additions, or events occurring after the date of this Agreement and before the Closing for the Otsuki Project which require a representation and warranty of Seller for the Acquisition for the Otsuki Project (other than any representations or warranties in Sections 2.6, 2.7 and 2.11, which, for clarity, may not be updated by Seller) to be supplemented with a new Schedule or cause any material change in or addition to a Schedule promptly after Seller becomes aware of the same by delivery of such new Schedule or appropriate updates to any such Schedule (each, an “Updated Disclosure Schedule”) to Purchaser. Each Updated Disclosure Schedule shall (i) expressly state that it is being made pursuant to this section “Updating of Disclosure Schedules” in Part VII of Section A of Appendix C, (ii) specify the representations and warranties to which it applies and (iii) describe in reasonable detail the changes, additions or events to which it relates. No Updated Disclosure Schedule delivered pursuant to this section “Updating of Disclosure Schedules” shall be deemed to cure any breach of any representation or warranty made to the Purchaser with respect to the Acquisition for the Otsuki Project unless the Purchaser specifically agrees thereto in writing or, as provided in and subject to Article 5, consummates the Closing for the Otsuki Project under this Agreement after receipt of such written notification, nor shall any such Updated Disclosure Schedule be considered to constitute or give rise to a waiver by either of the Purchaser of any condition set forth in this Agreement with respect to the Acquisition for the Otsuki Project, unless the Purchaser specifically agrees thereto in writing or consummates the Closing for the Otsuki Project under this Agreement after receipt of such written notification. Required Governmental Approvals: Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in Green Power Generation GK pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben Pxxxxxxx, Mxxx Xxxx and Dxxxx Xxxxxx Seller’s Persons with Knowledge: Sxxxxxx Xxxxxxxxx and Hxxxxxx Xxxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing La...
