Delivery of Material Project Agreements; Direct Agreements Sample Clauses

Delivery of Material Project Agreements; Direct Agreements. Receipt by the Facility Lenders and the Intercreditor Agent of: (i) the LNG SPAs, under which, in respect of the Qualifying LNG SPAs, LNG Buyers have committed to purchase a quantity of LNG equal to not less than the Base Committed Quantity as described in clause (b) of the definition thereof and subject to the DPU LNG SPA Quantity Restrictions, each of which shall have been duly authorized, executed and delivered by the parties thereto; and (A) as to which, in respect of the Qualifying LNG SPAs, (1) all conditions precedent thereunder shall have been satisfied or waived by or concurrently with the CP Satisfaction Date, (2) the CP Satisfaction Date shall occur on or prior to the Upsize Closing Date, (3) no event of LNG SPA Force Majeure shall have occurred and be continuing and (4) no default, event of default or other event or condition shall have occurred and be continuing that provides the applicable LNG Buyer the right to cancel or terminate such Qualifying LNG SPA in accordance with the terms thereof; (B) a certificate of the Obligor that is party to such agreement certifying that (1) the copy of such agreement provided to the Facility Lenders is a true, correct and complete copy of such document, and (2) such agreement is in full force and effect and no term or condition of such agreement has been amended from the form thereof delivered to the Facility Lenders prior to the Upsize Closing Date (other than amendments in accordance with the Finance Documents and provided to the Intercreditor Agent); and (C) with respect to any Qualifying LNG SPA executed subsequent to the Initial Closing Date, a Direct Agreement, substantially in the form attached as Schedule G (Forms of Direct Agreement) of the Common Security and Account Agreement (or otherwise reasonably acceptable to the Facility Lenders); (ii) with respect to each Material Project Agreement (including the Excess Capacity LNG SPAs and other than any Subsequent Material Project Agreement or any Replacement Material Contract and other than as provided in sub-clause (i) above with respect to the LNG SPAs): (A) a copy of such agreement (other than any Restricted Document which shall be delivered in accordance with the requirements of Section 12.6(c) (Confidentiality) of the Common Security and Account Agreement and Section 23.7 (Confidentiality) below), which shall have been duly authorized, executed and delivered by the parties thereto, as to which no force majeure event (as defined in each such Materi...
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Related to Delivery of Material Project Agreements; Direct Agreements

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Dimensions Education Bachelor’s or Master’s Degree in Computer Science, Information Systems, or other related field. Or equivalent work experience. A minimum of 5 years of IT work experience with demonstrated knowledge in architecture design, software development, database management systems and systems integration in multi-platform environments.

  • Representations and Warranties Borrower represents and warrants as follows:

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • NOW, THEREFORE the parties hereto agree as follows:

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