Common use of Amendment of Project Documents; Additional Project Documents Clause in Contracts

Amendment of Project Documents; Additional Project Documents. ‌ Until the Closing shall have occurred, Seller shall not: (a) without the prior written consent of Buyer (i) assign or permit any Person to assign any of its rights or obligations to or under any Project Document, (ii) terminate any Project Document, or (iii) make any amendment or other modification to any Project Document that would (A) result in a breach of this Agreement or the inaccuracy of any representation or warranty in this Agreement, (B) increase the Purchase Price, (C) extend the Guaranteed Substantial Completion Date, or (D) have a Material Adverse Change;‌ (b) to the extent not covered by Section 7.28(a), amend, modify, grant any consent or approval with respect to any obligation under, waive timely performance or observance by any Person (other than Buyer) of any obligation under, exercise any options or remedies or issue any change order, notice or make any elections under any Project Document without providing notice thereof and copies of all material documentation related thereto, to Buyer; (c) compromise or settle any claim against any Project Party if to do so would have a Material Adverse Change; or (d) enter into any Additional Project Document that would have a Material Adverse Change. Seller shall deliver copies of all Additional Project Documents to Buyer within three (3) Business Days of the execution thereof.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

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Amendment of Project Documents; Additional Project Documents. ‌ Until the Closing shall have occurred, Seller Developer shall not: (a) without the prior written consent of Buyer PacifiCorp (i) assign or permit any Person to assign any of its rights or obligations to or under any Project Document, (ii) terminate any Project Document, or (iii) make any amendment or other modification to any Project Document that would (A) result in a breach of this Agreement or the inaccuracy of any representation or warranty in this Agreement, (B) increase the Purchase Contract Price, (C) extend the Guaranteed Substantial Completion Date, or (D) have a Material Adverse Change;‌Change; (b) to the extent not covered by Section 7.28(a7.24(a), amend, modify, grant any consent or approval Consent with respect to any obligation under, waive timely performance or observance by any Person (other than BuyerPacifiCorp) of any obligation under, exercise any options or remedies or issue any change order, notice or make any elections under any Project Document without providing notice thereof and copies of all material documentation related thereto, to BuyerPacifiCorp; (c) without the prior written consent of PacifiCorp, compromise or settle any claim Claim against any Project Party if to do so would have a Material Adverse Change; or (d) enter into any Additional Project Document that would have a Material Adverse Change. Seller Developer shall deliver copies of all Additional Project Documents to Buyer PacifiCorp within three (3) Business Days of the execution thereof.

Appears in 2 contracts

Samples: Build Transfer Agreement, Build Transfer Agreement

Amendment of Project Documents; Additional Project Documents. ‌ Until the Closing Substantial Completion Date shall have occurred, Seller Contractor shall not: (a) without the prior written consent of Buyer Company (i) assign or permit any Person to assign any of its rights or obligations to or under any Project Document, (ii) terminate any Project Document, or (iii) make any amendment or other modification to any Project Document that would (A) result in a breach of this Agreement Contract or the inaccuracy of any representation or warranty in this AgreementContract, (B) increase the Purchase Contract Price, (C) extend the Guaranteed Substantial Completion Date, or (D) have a Material Adverse Change;‌Effect; (b) to the extent not covered by Section 7.28(a7.26(a), amend, modify, grant any consent or approval with respect to any obligation under, waive timely performance or observance by any Person (other than BuyerCompany) of any obligation under, exercise any options or remedies or issue any change order, notice or make any elections under any Project Document without providing notice thereof and copies of all material documentation related thereto, to BuyerCompany; (c) compromise or settle any claim against any Project Party if to do so would have a Material Adverse ChangeEffect; or (d) enter into any Additional Project Document that would have a Material Adverse ChangeEffect. Seller Contractor shall deliver copies of all Additional Project Documents to Buyer Company within three (3) Business Days of the execution thereof.

Appears in 1 contract

Samples: Engineering, Procurement and Construction Contract

Amendment of Project Documents; Additional Project Documents. Until the Closing shall have occurred, Seller shall not: (a) without the prior written consent of Buyer (i) assign or permit any Person to assign any of its rights or obligations to or under any Project Document, (ii) terminate any Project Document, or (iii) make any amendment or other modification to any Project Document that would (A) result in a breach of this Agreement or the inaccuracy of any representation or warranty in this Agreement, (B) increase the Purchase Price, (C) extend the Guaranteed Substantial Completion Date, or (D) have a Material Adverse Change;‌Change; (b) to the extent not covered by Section 7.28(a), amend, modify, grant any consent or approval with respect to any obligation under, waive timely performance or observance by any Person (other than Buyer) of any obligation under, exercise any options or remedies or issue any change order, notice or make any elections under any Project Document without providing notice thereof and copies of all material documentation related thereto, to Buyer; (c) compromise or settle any claim against any Project Party if to do so would have a Material Adverse Change; or (d) enter into any Additional Project Document that would have a Material Adverse Change. Seller shall deliver copies of all Additional Project Documents to Buyer within three (3) Business Days of the execution thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Amendment of Project Documents; Additional Project Documents. ‌ Until the Closing shall have occurred, Seller shall not:not:‌ (a) without the prior written consent of Buyer (i) assign or permit any Person to assign any of its rights or obligations to or under any Project Document, (ii) terminate any Project Document, or (iii) make any amendment or other modification to any Project Document that would (A) result in a breach of this Agreement or the inaccuracy of any representation or warranty in this Agreement, (B) increase the Purchase Price, (C) extend the Guaranteed Substantial Completion Date, or (D) have a Material Adverse Change;‌Change; (b) to the extent not covered by Section 7.28(a), amend, modify, grant any consent or approval with respect to any obligation under, waive timely performance or observance by any Person (other than Buyer) of any obligation under, exercise any options or remedies or issue any change order, notice or make any elections under any Project Document without providing notice thereof and copies of all material documentation related thereto, to Buyer; (c) compromise or settle any claim against any Project Party if to do so would have a Material Adverse Change; or (d) enter into any Additional Project Document that would have a Material Adverse Change. Seller shall deliver copies of all Additional Project Documents to Buyer within three (3) Business Days of the execution thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement

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