Company's Acknowledgment. In connection with any assignment relating to the Facility Debt pursuant to Section 19.2 (Assignment by Seller), Company shall, if requested by Seller and if its costs (including reasonable attorneys' fees of outside counsel) in responding to such request are paid by Seller: (i) execute and/or provide such Hawaii-law governed documents as may be reasonably requested by the Facility Lender and reasonably acceptable to Company, including, (aa) to acknowledge (1) such assignment and/or pledge/mortgage, (2) the right of the Facility Lender to receive copies of notices of Events of Default where the Seller is the Defaulting Party and (3) the Facility Lender’s reasonable opportunity to cure such Events of Default and to exercise remedies to assume Seller's obligations under this Agreement, and (bb) estoppel certificates as to Seller’s and Company’s compliance with the terms and conditions of this Agreement; and (ii) provide a legal opinion as to the due authorization of such Company acknowledgment and estoppels.
Appears in 12 contracts
Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement
Company's Acknowledgment. In connection with any assignment relating to the Facility Debt pursuant to Section 19.2 (Assignment by Seller), Company shall, if requested by Seller and if its costs (including reasonable attorneys' fees of outside counsel) in responding to such request are paid by Seller: (i) execute and/or provide such HawaiiHawai‘i-law governed documents as may be reasonably requested by the Facility Lender and reasonably acceptable to Company, including, (aa) to acknowledge (1) such assignment and/or pledge/mortgage, (2) the right of the Facility Lender to receive copies of notices of Events of Default where the Seller is the Defaulting Party and (3) the Facility Lender’s reasonable opportunity to cure such Events of Default and to exercise remedies to assume Seller's obligations under this Agreement, and (bb) estoppel certificates as to Seller’s and Company’s compliance with the terms and conditions of this Agreement; and (ii) provide a legal opinion as to the due authorization of such Company acknowledgment and estoppels.
Appears in 9 contracts
Samples: Power Purchase Agreement, Power Purchase Agreement, Power Purchase Agreement
Company's Acknowledgment. In connection with any assignment relating to the Facility Debt pursuant to Section 19.2 15.2 (Assignment by Seller), Company shall, if requested by Seller and if its costs (including reasonable attorneys' ’ fees of outside counsel) in responding to such request are paid by Seller: (ia) execute and/or provide such HawaiiHawai‘i-law law-governed documents as may be reasonably requested by the Facility Lender Lender, and reasonably acceptable to Company, including, including (aai) to acknowledge (1A) such assignment and/or pledge/mortgage, (2B) the right of the Facility Lender to receive copies of notices of Events of Default where the Seller is the Defaulting Party and (3C) the Facility Lender’s reasonable opportunity to cure such Events of Default and to exercise remedies to assume Seller's ’s obligations under this Agreement, ; and (bbii) estoppel certificates as to Seller’s and Company’s compliance with the terms and conditions of this Agreement; and (iib) provide a legal opinion as to the due authorization of such Company acknowledgment and estoppelsacknowledgment.
Appears in 7 contracts
Samples: Energy Storage Power Purchase Agreement, Energy Storage Power Purchase Agreement, Energy Storage Power Purchase Agreement