Conditions Precedent to the Obligations and Liabilities of Seller. The obligations and liabilities of the Seller under this Agreement (except Section 2.3) are subject to the satisfaction or waiver by the Seller of each of the following conditions precedent:
(a) all Permits required for installation, operation and maintenance of the System and the sale and delivery of electricity to the Purchaser that can be obtained in the ordinary course before commencement of construction have been obtained, including, without limitation Philadelphia City Council approval;
(b) the Purchaser has delivered to the Seller (i) relevant information that the Purchaser may have describing the physical characteristics of the Site, including the location of and access to the Delivery Point, surveys, evaluations, legal descriptions, data or drawings depicting existing conditions subsurface conditions and environmental studies, reports and investigations, (ii) tests, inspections and other reports dealing with Hazardous Substances and other conditions existing at the Airport or Site, including structural, mechanical and chemical tests, required by law and in possession of the Purchaser or required by the Seller’s installation contractor and performed at the Seller’s expense and (iii) any other information that the Purchaser may have and that is reasonably requested in writing by the Seller that is relevant to the Seller’s performance of the installation, operation, maintenance and repair of the System;
(c) any Force Majeure Event or Preconstruction Contingency resulting in a request to make an adjustment to the terms of this Agreement pursuant to Section 2.3(b) shall have been resolved to the satisfaction of Seller;
(d) the Seller has entered into arrangements, on terms acceptable to it, under which funds, sufficient to procure and install the System, will be available to the Seller and the conditions to the first draw on such funds have been met;
(e) the Seller has entered into an engineering, procurement and construction agreement for the System;
(f) the City and the Purchaser have entered into the City Solar Power Purchase Agreementin in substantially the form attached as Exhibit D;
(g) Seller and the City have entered into the Site Lease;
(h) the City and the Local Distribution Company have executed and delivered an Interconnection Agreement under Local Distribution Company Rate RS-2 (Net Metering) for the Airport, in form and substance reasonably acceptable to the Seller; and
(i) the Purchaser has delivered any Lender Required Consents in form ...
Conditions Precedent to the Obligations and Liabilities of Seller. The obligations and liabilities of the Seller under this Agreement (except Section 2.3) are subject to the satisfaction or waiver by the Seller of each of the following conditions precedent:
(a) all Permits required for installation, operation and maintenance of the System and the sale and delivery of electricity to the Purchaser that can be obtained in the ordinary course before commencement of construction have been obtained;
(b) the Seller has entered into arrangements, on terms acceptable to it, under which funds, sufficient to procure and install the System, will be available to the Seller and the conditions to the first draw on such funds have been met;
(c) the Seller has entered into an engineering, procurement and construction agreements for the System;
(d) the City and the Purchaser have entered into the City Power Purchase Agreement in substantially the form attached as Exhibit D;
(e) the Seller and the Local Distribution Company [and PJM] have executed and delivered an Interconnection Agreement in form and substance reasonably acceptable to the Seller; and
(f) the Purchaser has delivered any Lender Required Consents in form and substance satisfactory to any lender or lessor.
