Description of Deliverables The Contractor shall Perform as set forth in Exhibit A.
DESCRIPTION OF PROJECT The project for which PSP agrees to provide Professional Services is generally described as [Insert Brief Description of Project] (hereinafter referred to as the “Project”), as further described in Exhibit A, PSP’s Proposal dated [Insert Date and Proposal Number if provided], attached hereto and incorporated herein for all purposes and consisting of [Text] (Insert Number) pages.
Introductory Provisions 12.1. As from the date of entry into force of this Regulation, Contracting Parties applying this Regulation shall not:
Financing Assignee shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain, and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter on or prior to the Closing Date. Such actions shall include (i) maintaining in full force and effect the Debt Commitment Letter in the form provided to Assignor concurrently with the execution of this Agreement, (ii) satisfying on a timely basis all of the conditions precedent and covenants to the Debt Financing applicable to Assignee that are to be satisfied by Assignee, (iii) negotiating, executing, and delivering definitive documents (“Debt Financing Documents”) that reflect the terms contained in the Debt Commitment Letter (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or any related fee letter), in each case which terms shall not in any respect materially expand on the conditions to the funding of the Debt Financing Proceeds at the Closing or reduce the aggregate amount of the Debt Financing Proceeds available to be funded on the Closing Date, (iv) promptly commencing the syndication activities contemplated by the Debt Commitment Letter, if any, (v) drawing the full amount of the Debt Financing Proceeds, and (vi) fully enforcing its rights under the Debt Commitment Letter and the Debt Financing Documents in order to consummate the Debt Financing at or prior to the Closing. Assignee shall not, and shall not permit any of its Affiliates or representatives to, without the prior written consent of Assignor, take or fail to take any action or enter into any transaction that could reasonably be expected to materially impair, delay or prevent the consummation of the Debt Financing contemplated by the Debt Commitment Letter except as waived by lender. Assignee shall comply with all of its obligations under each of the Debt Financing Documents. Assignee shall not permit or consent to (i) any amendment, supplement or modification to be made to the Debt Commitment Letter if such amendment, supplement or modification would materially (a) change, expand or impose new conditions precedent to the funding of the Debt Financing Proceeds from those set forth therein on the date hereof; (b) change the timing of the funding of the Debt Financing Proceeds thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing Proceeds or the consummation of the transactions contemplated by this Agreement; (c) reduce the aggregate cash amount of the Debt Financing Proceeds (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof)); or (d) otherwise adversely affect the ability of Assignee to consummate the transactions contemplated by this Agreement or the timing of the Closing; (ii) any waiver of any provision or remedy under the Debt Commitment Letter (other than a condition to funding in favor of the lenders thereunder); or (z) early termination of the Debt Commitment Letter. Notwithstanding the foregoing, in no event shall the failure of Assignee to obtain all or any part of the Debt Financing Proceeds prior to or on the Closing Date shall be permitted to delay or impair the Closing.