Conditions of Sale and Purchase. Section 7.01
(1) This Agreement shall be conditional upon the Parties receiving by July 31, 2003, and maintaining in effect the listed approvals: - the final non-appealable approvals of the National Energy Board of Canada, the US Department of Energy, the US Securities Exchange Commission, the Minnesota Public Utilities Commission, accreditation by the XXXX Reliability Council for the 500 MW of Accreditable Capacity purchased pursuant to this Agreement, the Lieutenant Governor in Council of Manitoba, the board of directors of MH and any other approvals required by law.
(2) MH shall seek approval from the National Energy Board and the Lieutenant Governor in Council of Manitoba, the board of directors of MH and any other approvals required in Canadian law for this transaction. NSP shall seek approval from the US Department of Energy, the US Securities Exchange Commission, the Minnesota Public Utilities Commission, XXXX Reliability Council accreditation, and any other United States or Minnesota approvals required by law.
(3) Both Parties shall use commercially reasonable efforts to secure these approvals, including providing reasonable assistance to the other Party, if requested.
(4) Each Party shall notify the other Party as soon as practicable following the failure to obtain a required approval.
(5) If any of the referenced approvals are denied, conditionally approved or revoked, the Parties shall negotiate in good faith to implement amendments to this Agreement that overcome the denial, or revocation or to satisfy the conditions imposed. In the event that any denials cannot be overcome or conditions cannot be satisfied through such good faith negotiations, this Agreement shall terminate as of the earlier of July 31, 2003 or written notice of one Party advising the other Party that the impediment cannot be reasonably solved. In the event that any of the above referenced approvals is obtained, but later revoked, this Agreement shall terminate as of the date of revocation.
Conditions of Sale and Purchase. 10.1. All sales and purchases of the Product pursuant to this Agreement will be subject to the terms of sale agreed by CTL and CTI set out in Schedule 4, except to the extent that:
(a) any provision of those terms of purchase is inconsistent with any provision of this Agreement, in which event the latter will prevail; or
(b) CTL and CTI agree in writing to vary those terms of sale.
10.2. CTI hereby agrees not to make any modification to the Products without the prior written consent of CTL such consent not to be unreasonably withheld or delayed. *CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Conditions of Sale and Purchase. All sales and purchases of Chronoflex RC pursuant to this Agreement will be subject to the terms of purchase of CTL set out in Schedule 3, except to the extent that:
(a) any provision of those terms of purchase is inconsistent with any provision of this Agreement, in which event the latter will prevail; or
(b) CTI and CTL agree in writing to vary those terms of purchase.
Conditions of Sale and Purchase. Immediately upon exercise of the Call Option, the sale and purchase of the Manager’s Interest shall take place on the following terms and conditions:
(a) the consideration for the sale and purchase of the Manager’s Interest shall be determined in accordance with clause 8.4;
(b) the sale and purchase shall be completed at or before 2:00 p.m. on the fifth Business Day after the consideration is determined and all statutory or Listing Rule requirements (if applicable) have been satisfied, exempted or waived;
(c) at completion the Manager shall deliver or procure delivery of a deed of assignment of its right, title and interest in this Agreement prepared on customary terms by the Manager (acting reasonably) and approved by the Company, and signed by the Manager and the Company (acting reasonably);
(d) at completion the Majority Shareholder shall:
(i) deliver or procure delivery of the deed of assignment prepared by the Manager accepting the assignment of the Manager’s right, title and interest in this Agreement to the Majority Shareholder, and accepting the obligations under this Agreement that arise from events occurring after completion, signed by the Majority Shareholder;
(ii) pay or procure payment of the consideration determined in accordance with clause 8.4; and
(iii) deliver or procure delivery of evidence satisfactory to the Manager that all consents required for the sale and purchase of the Manager’s Interest have been obtained and remain in full force and effect and that any conditions of the consents have been satisfied;
(e) time shall be of the essence in the performance by the Majority Shareholder, the Manager and the Group of their respective obligations under this clause 8.3;
(f) except as set out in clause (h) below, the Manager has not made, and will not make, any representation or give any warranty as to the Manager’s Interest, or as to any other matter and no such warranty shall be implied. The provisions of any enactment or of general law are negatived or varied to the extent that they are inconsistent with the provisions of this clause to the maximum extent permissible by law;
(g) upon payment to it of the consideration determined in accordance with clause 8.4, the Manager shall warrant and represent to the Majority Shareholder that immediately prior to transfer to the Majority Shareholder, the Manager’s Interest is the unencumbered property of the Manager and that the Manager’s Interest shall pass to the Majority Shareholder on completion...
Conditions of Sale and Purchase. Section 5.01 OTP is responsible for all and any applicable costs incurred in the U.S. including but not limited to transmission service charges, with the exception of: any XXXX assessed Schedule F transmission charges associated with energy scheduled from OTP to MH in accordance with Section 2.04; and any transmission losses associated with energy identified in Section 2.02 and Section 2.03, to the extent that these losses are not greater than those losses incurred by transporting the energy from MH directly to OTP. OTP is not responsible for transmission service costs in the Province of Manitoba.
Section 5.02 MH is responsible for all costs incurred in Canada as a result of this Agreement, and any XXXX assessed Schedule F transmission charges associated with energy scheduled from OTP to MH in accordance with Section 2.04. MH is responsible for any transmission losses associated with this Agreement to the extent that these losses are not greater than those losses incurred by transporting the energy from MH directly to OTP. OTP is responsible for any transmission losses over and above this quantity.
Section 5.03 In the event OTP fails to schedule the Minimum Monthly Energy during any month, and any such failure was not allowed in accordance with Sections 3.02 or 3.03 or MH's failure to perform in accordance with the terms of this Agreement, then OTP will pay MH an amount for each MWh of such deficiency as if the energy were delivered.
Section 5.04 Except as provided within the terms of this agreement, energy transactions may not be curtailed by either Party for economic reasons.
Conditions of Sale and Purchase. 36 ARTICLE IX REPRESENTATIONS & WARRANTIES 37 ARTICLE X FORCE MAJEURE PROCEDURES 42 ARTICLE XI CONFIDENTIALITY 43 ARTICLE XII OPERATING COMMITTEE 46
Conditions of Sale and Purchase
