Certain Contracts and Agreements. Without the consent of the Owner Participant, the Facility Lessee agrees that, except as required by the Operative Documents or the FILOT Lease, it will not enter into or become bound by any contract or agreement providing for the sale of energy produced from the Facility, or the purchase of services to be performed at, for or in connection with, the Facility or any other contract or agreement relating to the Facility that (i) has a term that extends beyond the Basic Lease Term or the scheduled expiration of any Renewal Lease Term then in effect or elected by the Facility Lessee, unless such contract or agreement may be terminated by the Facility Lessee without material costs or obligation prior to the Basic Lease Term or the scheduled expiration of such Renewal Lease Term, as the case may be or (ii) results in any lien, encumbrance, restriction or agreement relating to the Facility which extends beyond the expiration of the Facility Lease Term or which binds the Facility or the owner of the Facility beyond the expiration of the Facility Lease Term; provided that nothing in this Section 5.12 shall prevent the Operator from entering agreements to operate the Facility in accordance with the Operative Documents and the FILOT Lease.
Certain Contracts and Agreements. Without the consent of the Owner Participant, Xxxxx City agrees that, except as expressly required by the Operative Documents, it will not (a) enter into any Trading Activities other than Permitted Trading Activities (b) enter into or become bound by any contract or agreement providing for Trading Activities or the purchase of services to be performed at, for or in connection with, the Facility or any other contract or agreement relating to the Facility that has a term that extends beyond the scheduled expiration date of the Facility Lease or the scheduled expiration of any Renewal Lease Term then in effect or irrevocably elected by Xxxxx City, unless, solely in the case of any such contract or agreement contemplated by clause (b), such contract or agreement may be terminated by Xxxxx City without material costs or obligation to any Person prior to such expiration date or the scheduled expiration of such Renewal Lease Term, as the case may be;
Certain Contracts and Agreements. 36 Section 5.13. Certain Costs ............................................. 36 Section 5.14. Limitations on Liens ...................................... 37 Section 5.15. Investments ............................................... 37 Section 5.16. Intentionally Deleted ..................................... 37 Section 5.17. Regulations ............................................... 37 Section 5.18. Partnerships .............................................. 37 Section 5.19. Dissolution ............................................... 37 Section 5.20. Termination of Operative Documents; Delegation of Authority .............................................. 37 TABLE OF CONTENTS(continued) PAGE Section 5.21. Name and Location ......................................... 39 Section 5.22. Use of Facility Site ...................................... 39 Section 5.23. Abandonment of Facility ................................... 39 Section 5.24. Taxes, Other Government Charges and Utility Charges ....... 39 Section 5.25. Compliance with Laws, Instruments, Etc .................... 39 Section 5.26. PUHCA ..................................................... 40 Section 5.27. Further Assurances ........................................ 40 Section 5.28. No Subsidiaries ........................................... 41 Section 5.29. Permitted Business ........................................ 41 Section 5.30. Support Arrangements ...................................... 41 Section 5.31. Insurance ................................................. 41 Section 5.32. Tax Status ................................................ 41 Section 5.33. Transmission Assets ....................................... 42 SECTION 6. COVENANTS OF THE OWNER LESSOR, THE TRUST COMPANY AND THE LESSOR MANAGER ................................................. 42 Section 6.1. Compliance with the LLC Agreement ......................... 42 Section 6.2. Owner Lessor's Liens ...................................... 43
Certain Contracts and Agreements. 36 Section 5.13 Certain Costs ......................................................................................... 36 Section 5.14 Limitations on Liens .................................................................................. 37 Section 5.15 Investments ........................................................................................... 37 Section 5.16 Intentionally Deleted ................................................................................. 37 Section 5.17 Regulations ........................................................................................... 37 Section 5.18 Partnerships .......................................................................................... 37 Section 5.19 Dissolution ........................................................................................... 37 Section 5.20 Termination of Operative Documents; Delegation of Authority. .......................................... 37 TABLE OF CONTENTS (continued) PAGE
Certain Contracts and Agreements. (a) Except as specifically contemplated by this Agreement and except as set forth in the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by, whether written or oral, any:
(i) collective bargaining agreement or contract with any labor union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal, other than the Benefit Plans described in Section 3.15 of this Agreement;
(ii) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or any severance agreements;
(iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of its assets;
(iv) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Person, or invested in any other Person, amounts in the aggregate (for any one Person) exceeding $25,000 or contractually committed to do so;
(v) agreement under which the Company or any of its Subsidiaries has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights) with respect to capital stock of the Company or its Subsidiaries;
(vi) license, sublicense or royalty agreements relating to Proprietary Rights;
(vii) guaranty of any obligation, other than endorsements made for collection or intercompany guarantees among the Company and its Subsidiaries;
(viii) management, consulting, advertising, marketing, promotion, services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the business of the Company and the Subsidiaries;
(ix) outstanding powers of attorney executed on behalf of the Company or any Subsidiary;
(x) lease or agreement under which it is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $10,000 annually;
(xi) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it;
(xii) contract or group of related contracts with the same party which are currently in effect and which by their terms will continue over a period of more than six months from the date or dates thereof, which is not terminable by the Comp...
Certain Contracts and Agreements. 44 Section 5.21. Limitation on Transactions with Affiliates........... 44 Section 5.22. Depositary Agreement Accounts; Bank Accounts......... 45 Section 5.23. Sharing of Facilities................................ 45 Section 5.24. Capital Expenditures................................. 45 Section 5.25.
Certain Contracts and Agreements. The Lessee shall not enter into any agreements, contracts or other arrangements or commitments other than (a) the Operative Documents existing on the Closing Date; (b) any additional agreements for sale of excess capacity or energy or fuel (to the extent not required for the operation of the Project) otherwise permitted by the Operative Documents, the performance of which could not reasonably be expected to impair the rights of the Owner Lessor or any of the Participants; (c) contracts contemplated by any Operative Document, including contracts with Affiliates that are permitted pursuant to Section 5.21, 5.23 and 12.18; (d) contracts for emergency repairs or to avoid or minimize unplanned outages; and (e) agreements, contracts or other arrangements or commitments which are (w) contemplated by the Operative Documents (including as contemplated by Section 12.18), (x) entered into by the Lessee with respect to the disposition of assets which the Lessee is permitted to sell, transfer, assign, lease or sublease pursuant to the terms of the Operative Documents, (y) entered into by the Lessee in the ordinary course of business and which are included in the Annual Operating Budget consistent with Section 5.5, or (z) in substitution for existing agreements, contracts or other arrangements (other than the PPA) which are on substantially similar or more favorable terms and conditions to the agreements, contracts or arrangements being replaced.
Certain Contracts and Agreements. (i) Schedule 3.1(r)(i) of the Company Disclosure Schedules lists each contract (other than a Government Contract, as defined in Section 3.1(s), and any contract listed in Section 3.1(v) of the Company Disclosure Schedule) in effect as of June 25, 1999 and relating to the TG Business which is required by its terms or is currently expected to result in the payment or receipt by the Company of more than $200,000 and which is not terminable by the Company without the payment of any penalty or fine on not more than three months' notice, other than the TG Plans (a "TG Material Contract"). Each TG Material Contract is, to the knowledge of the Company, in full force and effect and is enforceable against the parties thereto (other than the Company) in accordance with its terms and no condition or state of facts exists that, with notice or the passage of time, or both, would constitute a material default by the Company or, to the knowledge of the Company, any third party under any TG Material Contract. The Company has duly complied in all material respects with the provisions of each TG Material Contract to which it is a party.
(ii) Schedule 3.1(r)(ii) of the Company Disclosure Schedules lists: (1) all agreements relating to joint ventures, partnerships and equity or debt investments involving the TG Business; (2) all non-compete agreements with the Company relating to the TG Business (whether as beneficiary or obligor); (3) all agreements, notes, bonds, indentures or other instruments governing indebtedness for borrowed money of the Company relating to the TG Business, and any guarantee thereof or the pledge of any assets or other security therefor; (4) each lease relating to the TG Business that provides for annual lease payments by the Company in an amount in excess of $200,000; (5) each material agreement between the Company and any hospital, hospital management company, health maintenance organization or other managed care payor relating to the TG Employees; (6) each management contract and contract with independent contractors or consultants (or similar arrangements) relating to the TG Business that includes exclusive rights or requires payments in excess of $200,000 individually or $500,000 in the aggregate to which the Company is a party, which are not cancelable without penalty or further payment upon 30 days' or less notice; and (7) each other agreement of the Company relating to the TG Business not made in the ordinary course of business that is to be per...
Certain Contracts and Agreements. (A) Section 3.1(q) of the Disclosure Schedule sets forth a list of all the Company's material contracts, licenses, agreements or leases other than this Agreement and the agreements contemplated hereby (the "Specified Contracts"). True and correct copies of the most current version of said Specified Contracts have been made available to Parent. The Company is not in default in the performance of any of its material obligations under any Specified Contract. No event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default of any of its material obligations by the Company under any Specified Contract or, to the Company's knowledge, by any other party thereto.
(B) Except as disclosed in Section 3.1(q) of the Disclosure Schedule, the Company is not a party to any contract containing non-competition clauses, restrictive covenants or similar provisions that would limit Parent's or the Surviving Corporation's ability after the Closing to engage in any line of business in any geographic area or to compete against any person.
(C) Except as set forth in Section 3.1(q) of the Disclosure Schedule, the Company does not have, is not a party to nor is it bound by:
(1) any collective bargaining agreements,
(2) any agreements or arrangements that contain any severance pay or post- employment liabilities or obligations,
(3) any bonus, deferred compensation, sales compensation plan, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements or agreements to change any such plans whether written or oral,
(4) any employment or consulting agreement with an employee or individual consultant, or any consulting or sales agreement under which a firm or other organization provides services to the Company,
(5) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(6) any fidelity or surety bond or completion bond,
(7) any lease of personal property having a value individually in excess of $50,000,
(8) any agreement of indemnification or guaranty,
(9) any agreement containing...
Certain Contracts and Agreements. Without the consent of the Owner Participant, Lessee agrees that, except as expressly required by the Operative Documents, it will not enter into or become bound by any contract or agreement providing for the sale of energy produced by or from the Facility, or the purchase of services to be performed at, for or in connection with, the Facility or any other contract or agreement relating to the Facility that has a term that extends beyond the scheduled expiration date of the Facility Lease or the scheduled expiration of any Renewal Term then in effect or irrevocably elected by Lessee, unless such contract or agreement may be terminated by Lessee without material costs or obligation to the Lessor, the Owner Participant or, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates prior to such expiration date or the scheduled expiration of such Renewal Term, as the case may be.
