ASSIGNMENT AND OTHER TRANSFER RESTRICTIONS   50 Sample Clauses

ASSIGNMENT AND OTHER TRANSFER RESTRICTIONS   50. 19.1. No Assignment Without Consent 50 19.2. Accommodation of Unaffiliated Facility Investor 50 19.3. Change of Control 51 19.4. Notice of Unaffiliated Facility Investor Action 52 19.5. Transfer Without Consent is Null and Void 52 19.6. Subcontracting 52 19.7. Option to Purchase and Right of First Offer 52 ARTICLE 20. MISCELLANEOUS 53 20.1. Waiver 53 20.2. Taxes 54 20.3. Fines and Penalties 54 20.4. Rate Changes 54 20.5. Disclaimer of Third Party Beneficiary Rights 55 20.6. Relationship of the Parties 55 20.7. Equal Employment Opportunity Compliance Certification 55 20.8. Survival of Obligations 55 20.9. Severability 55 20.10. Complete Agreement; Amendments 56 20.11. Binding Effect 56 20.12. Headings 56 20.13. Counterparts 56 20.14. Governing Law 56 20.15. Press Releases and Media Contact 56 20.16. Forward Contract 56 20.17. Confidentiality 57 20.18. Cooperation 58 SCHEDULE A (to PPA) RENEWABLE ENERGY PAYMENT RATE 60 EXHIBIT A (to PPA) 61 [INTENTIONALLY LEFT BLANK] 61 EXHIBIT B (to PPA) FACILITY DESCRIPTION AND SITE MAPS 62 EXHIBIT C (to PPA) Notices and Contact Information 67 EXHIBIT D (to PPA) INSURANCE COVERAGE 68 EXHIBIT E (to PPA) 69 [INTENTIONALLY LEFT BLANK] 69 EXHIBIT F (to PPA) FORM OF LETTER OF CREDIT 70 EXHIBIT G (to PPA) AGC Protocols 76 EXHIBIT H (to PPA) FORM OF GUARANTY 79 EXHIBIT I (to PPA) DATA COLLECTION 80 EXHIBIT J (to PPA) GUARANTEED AVAILABILITY 81 EXHIBIT K (to PPA) OPTION AGREEMENT 82 WIND ENERGY PURCHASE AGREEMENT BETWEEN ASHTABULA WIND III, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND OTTER TAIL POWER COMPANY, A MINNESOTA CORPORATION This Wind Energy Purchase Agreement (this “PPA”) is made this 9th day of May, 2013 (the “Effective Date”), by and between (i) Ashtabula Wind III, LLC (“Seller”), a Delaware limited liability company with a principal place of business in Juno Beach, Florida, and (ii) Otter Tail Power Company, (“Company”), a Minnesota corporation with headquarters in Fergus Falls, Minnesota. Seller and Company are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
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Related to ASSIGNMENT AND OTHER TRANSFER RESTRICTIONS   50

  • Due on Sale and Other Transfer Restrictions Except as expressly permitted under the Credit Agreement, Mortgagor shall not sell, transfer, convey or assign all or any portion of, or any interest in, the Mortgaged Property.

  • Transfer and Other Restrictions (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly:

  • Continued Effectiveness of the Financing Agreement and Other Loan Documents Each Loan Party hereby (a) acknowledges and consents to this Amendment, (b) confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Amendment Effective Date, all references in any such Loan Document to “the Financing Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (c) confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, or to grant to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties’ obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

  • Restrictions on Sale by the Company and Others The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

  • Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package to comply with law, the Company and the Guarantors agree to promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the judgment of the Representative or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantors will promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law.

  • Transfers and Other Liens; Additional Shares (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.

  • Restrictions on Public Sale by the Company and Others The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

  • Dividends and Other Restricted Payments The Parent shall not, and shall not permit any of its Subsidiaries to, declare or make any Restricted Payment, except that:

  • Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc Directly or indirectly:

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