Business Agreements. The Company shall have entered into the Business Agreements and shall have timely performed the obligations on its part to be performed under the Alliance Agreement prior to the Closing in all material respects.
Business Agreements. All contractual relationships between the ------------------- parties giving rise to an obligation of Originator to pay Beneficiary, designated in Appendix 1.4.
Business Agreements. Section 2.22 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements that involve annual payments to or from the Company in an amount greater than $25,000. The Company has delivered to Buyer accurate and complete copies of each Business Agreement listed on any Schedule hereto, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of the Company and (iii) is enforceable against the Company and, to the best of the Company's and Sellers’ knowledge, the other parties thereto, in accordance with its terms. The Company is in compliance with each such Business Agreement in all material respects. To the Company's and Sellers’ knowledge, all other parties to such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed on Section 2.22(b) of the Disclosure Letter: (i) neither the Company nor, to the Company's or Sellers' knowledge, any other Person thereto, has materially violated or materially breached, or declared any default or committed any material default under, any Business Agreement; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time), and the execution and delivery of this Agreement and the consummation of the Transactions contemplated herein will not, (A) result in a violation or breach of any of the provisions of any Business Agreement by the Company nor, to the knowledge of the Company or Sellers, any other Person thereto, (B) give to the Company, nor to the knowledge of the Company or Sellers, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to the Company, nor to the knowledge of the Company or Sellers, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to the Company, nor to the knowledge of the Company or Sellers, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) neither the Company nor Sellers have received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) the Company has not waived any material right under any Business Agreement. There is no agreement (non-compete or otherwise) or Governmental Order to which either the C...
Business Agreements. The Business Agreements listed on Schedule I hereto constitute valid and binding obligations of Seller and are in full force and effect as of the date of this Agreement and, with the exception of those Business Agreements which will have been completed prior to the Closing Date according to their terms, will on the Closing Date constitute valid and binding obligations of Seller and be in full force and effect. Neither Seller nor any other party to such Business Agreements are in material default under any such agreements.
Business Agreements. As used in this Agreement, “Business Agreements” shall have the meaning ascribed to it in the recitals above.
Business Agreements. 4.1. The Company is party to all contracts and arrangements which are necessary to conduct the Business, including:
(a) an EPC agreement with a construction company for the realization of the Plant, containing customary guarantees and warranties;
(b) an O&M agreement with UPER Energy Europe B.V. for the operation and maintenance of the Plant;
(c) the Facility Agreement entered in to with the Rabobank and any other associated contracts, agreements, and guarantees entered into on or before 24 October 2019 as required by Rabobank for the grant of the Rabobank Loan;
(d) an agreement with the public electricity grid operator for the connection of the Plant to the electricity grid and the feed-in and transportation of the electricity produced by the Plant;
(e) a power purchase agreement with a reputable utility company or corporate off-taker for the sale and transfer of all electricity produced by the Plant and all guarantees of origin issued in respect of such electricity;
4.2. No other agreements, whether verbal or in writing, pertaining to the Business exist other than the agreements included in the Due Diligence Information or attached to this Agreement and no obligations have been assumed by the Company other than those which appear from such agreements.
4.3. All contracts in respect of the Business are in full force and effect and will not be terminated or amended as a result of the Transaction except as disclosed in a written list as part of the Disclosed Information.
4.4. The Company has observed and performed all the material terms and conditions on its part to be observed and performed under each of the material contracts and arrangements to which it is a party and has always complied with its material obligations under any such agreement and each other party under such material contract or arrangement has complied with its material obligations under such contract or arrangement.
4.5. The Seller has fully complied with all obligations under the agreements it is a party to relating to the Business, including but not limited to the agreements included in the Due Diligence Information or attached to this Agreement as a Schedule.
4.6. All obligations pursuant to the agreements which have become due, have been complied with or have adequately been provided for in the Financial Statements.
Business Agreements a. Each Principal covenants that, from and after the date hereof, the Existing Funds and all other private investment funds, if any, for which the LLC or any Subsidiary serves as a general partner or managing member shall not at any time own or otherwise control in the aggregate more than 5% of any class of voting securities of any Person; provided that WTC agrees to use commercially reasonable efforts to assist the LLC or any Subsidiary in reallocating any shares in order to reduce or maintain its ownership or control under such percentage.
(1) Subject to Section 5.13(d), to WTC's fiduciary and other professional duties and to the requirements of law, WTC will refer to the LLC and its Subsidiaries all New Business Opportunities that are derived from or referred to WTC and its Affiliates (other than Xxxxxx Xxxxxxxxx XxXxxxx, LLC and Roxbury Capital Management, LLC) from within the States of Alabama, Georgia, Mississippi, North Carolina, South Carolina and Tennessee. As provided in Section 5.13(d)(14), the Board shall unanimously agree on which New Business Opportunities the LLC should pursue and on a budget and business plan for the implementation of any such New Business Opportunity. If all of the Managers designated by the Principals vote to approve the New Business Opportunity pursuant to Section 5.13(d)(14) but some or all of the Managers designated by Xxxxxxxxx, WTC or their Affiliates do not, WTC and its Affiliates (other than Xxxxxx Xxxxxxxxx XxXxxxx, LLC and Roxbury Capital Management, LLC) will be prohibited from pursuing the New Business Opportunity without again referring it to the LLC and its Subsidiaries. If some or all of the Managers designated by the Principals do not vote to approve the New Business Opportunity pursuant to Section 5.13(d)(14), WTC and its Affiliates (other than Xxxxxx Xxxxxxxxx XxXxxxx, LLC and Roxbury Capital Management, LLC) will be permitted to pursue the New Business Opportunity without again referring it to the LLC and its Subsidiaries.
(2) Each Member agrees that, from time to time as the LLC incurs expenses relating to a New Business Opportunity, such Member shall, within 15 days of a written notice by the LLC (which notice will contain reasonable detail of the net expenses of such New Business Opportunity), make an additional capital contribution to the LLC in immediately available funds in an amount, in the proportion that such Member's Membership Points bear to the total outstanding Membership Points, of the net ...
Business Agreements. The Business Agreements relating to NPI and, or the underlying agreements and/or memoranda are listed on Exhibit A hereto and constitute valid and binding obligations of Divestor. These agreements are in full force and effect as of the date of this Agreement and will, as of the Closing Date constitute valid and binding obligations of Divestor and be in full force and effect.
Business Agreements. Business planning and implements are key to assuring that the strategic objectives of the association are met. These activities will be accomplished through a joint effort that addresses strategy, regulatory, legislative, environmental, economic and other issues as they arise. Separate and discrete contractual transactions, agreements for lightering, dirty petroleum products, etc., would be negotiated over time appropriate to meet the Needs of the customer and the capabilities of the supplier. An Association agreement would describe the formal methods we would use for: identification of opportunities, negotiation, and evaluation/follow-up.
Business Agreements. Subject to Section 2.05, all of Subsidiaries’ rights in, to and under (i) the Business Agreements described in Schedules 4.15, 4.17 or 4.19, (ii) all other Business Agreements entered into by Subsidiaries in the ordinary course of the Business in compliance with the terms of this Agreement that of the type or kind required to be disclosed in Schedules 4.15, 4.17 or 4.19 but are not disclosed because they fall below the minimum threshold amount, term or materiality of the disclosures required by the terms of Schedules 4.15, 4.17 or 4.19 to be set forth in Schedules 4.15, 4.17 or 4.19 and (iii) those Business Agreements that Sellers erroneously did not disclose in Schedules 4.15, 4.17 or 4.19 if Buyer delivers written notice to Parent (the “Seller Representative”) indicating that Buyer will accept Subsidiaries’ rights in, to and under such Business Agreements (collectively, the “Assumed Business Agreements”). The term “Business Agreements” as used in this Agreement means all contracts, agreements, leases, licenses, purchase orders, sales orders, commitments and obligations relating to the Business to which the Subsidiaries are a party relating to the Business or by which its Business or assets are bound.
