Commercial Operation of Facilities Under Construction; Other Obligations; Certain Indemnities Sample Clauses

Commercial Operation of Facilities Under Construction; Other Obligations; Certain Indemnities. (a) Calpine agrees that it will use commercially reasonable efforts to cause commercial operation of the Facilities Under Construction to be achieved at the output levels specified on Exhibit A, Part 1 (at the reference conditions described on Exhibit A, Part 1) in accordance with prudent engineering practices and all legal requirements and applicable permits (with respect to each such Facility Under Construction, "Commercial Operation" of such Facility), in order that such Facilities Under Construction will be capable of generating power for sale to Calpine Energy Services, L.P. ("CES") under the Index Based Gas Sale and Power Purchase Agreement dated as of March 23, 2004 among CGC, the Facility Owners and CES within a reasonable period of time, taking into account the current states of construction and project construction schedules for such Facilities (the "Completion Obligations"). To the extent that funds therefor are available to CGC or the Facility Owners under the Revolving Credit Agreement or from Excess Cash Flow (as defined in the Indenture), CGC or the applicable Facility Owner may use such funds to pay for and discharge the Completion Obligations, and in such event Calpine shall be relieved of its Completion Obligations to the extent of such payment, but if such funds are not available to CGC or the Facility Owners, or CGC or the Facility Owners elect not to use such funds, for such purpose, or if CGC or the Facility Owners otherwise fail to discharge the Completion Obligations with respect to the Facilities Under Construction, Calpine shall pay and discharge such Completion Obligations from its own funds and resources. In fulfilling its obligations hereunder with respect to the Completion Obligations, Calpine hereby agrees to cause any and all costs of achieving Commercial Operation of the Facilities Under Construction, including without limitation the costs of all labor, materials, supplies and equipment related thereto and any and all costs and cost overruns prior to Commercial Operation (regardless of when Commercial Operation is achieved), to be funded, paid and satisfied from Calpine's own resources as the same shall become due, either by direct payment or through contributions (including subordinated debt) to CGC and/or the Facility Owners; provided, however, that the foregoing costs shall not include any consequential damages or costs related to delay in achieving Commercial Operation of the Facilities Under Construction, such as liqui...
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Related to Commercial Operation of Facilities Under Construction; Other Obligations; Certain Indemnities

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Additional Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Each Party Under This Agreement The respective obligations of Buyer and Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Buyer and Seller, as the case may be in whole or in part, to the extent permitted by applicable Law:

  • Condition of Facilities (i) Use of the Real Property of Purchaser for the various purposes for which it is presently being used is permitted as of right under all Applicable Laws related to zoning and is not subject to “permitted nonconforming” use or structure classifications. All Improvements are in compliance with all Applicable Laws, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects. To the Knowledge of Purchaser, no part of any Improvement encroaches on any real property not included in the Real Property of Purchaser, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land.

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Landlord's Liability; Certain Duties (a) As used in this Lease, the term "

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

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