Direct Agreement. The Buyer and the Producer acknowledge that the Lenders may require entering into a direct agreement pursuant to which the parties will agree, inter alia, the terms of their mutual cooperation in case of failure by the Producer to comply with its obligations under this Agreement. Accordingly, the Buyer and the Producer undertake to negotiate in good faith with the Lenders for the purpose of entering into such direct agreement.
Direct Agreement. NamPower recognises that the Seller may wish to finance or refinance the Power Project through limited recourse or other financing and that the entering into of the Direct Agreement shall be a precondition to the provision of such finance. NamPower will co-operate in good faith with the Seller and its Lenders to agree and enter into such a Direct Agreement incorporating as a minimum those matters set out in n Annexure L (Provisions of Direct Agreement).
Direct Agreement. The provisions set out in this Part 6 of this Agreement are subject to the Direct Agreement.
Direct Agreement. In the event that the Seller intends to finance the Project on a limited recourse or project finance basis, the Buyer agrees that it shall enter into a Direct Agreement with the Seller, the Lenders and the DoE.
Direct Agreement. The Buyer shall co-operate with the Project Company from time to time in connection with the financing of the Project, including arranging for the issuance of the requisite legal opinions addressed to the Lender, at the Project Company’s reasonable cost and agrees to negotiate and conclude in good faith the Direct Agreement provided that the terms and conditions of such Direct Agreement are substantially in the form attached hereto at Schedule 10 (Form of Direct Agreement).1
Direct Agreement. The Government shall co-operate with the Project Company from time to time in connection with the financing of the Project, including arranging for the issuance of the requisite legal opinions addressed to the Lender, at the Project Company’s reasonable cost and agrees to negotiate and conclude in good faith the Direct Agreement provided that the terms and conditions of such Direct Agreement are substantially in the form attached hereto at Schedule 5 (Form of Direct Agreement).3 Subject to the provisions of the Land Agreement, the Government will provide or procure the provision of the Site together with all necessary rights of way, easements and other rights to enable the Project Company to carry out the Project. Nothing in this Clause 4.6 shall preclude the Project Company from procuring the Site from a third-party at its own cost, in lieu of the Government providing or procuring the Site for the Project Company. In the event the Project Company opts to procure the Site from a third-party, the provisions in this Agreement relating to the Government’s obligations with respect to the Site shall not apply. Where the Government has provided or procured the Site, the Project Company may advise the Government from time to time of any difficulties encountered in relation to the enforcement of any rights related to the Site or rights of way, easements or other rights and if any such difficulties create a significant possibility that the Project Company will be prevented or materially impaired in meeting its obligations under the PPA, then upon the request of the Project Company, the Government will resolve such difficulties, within such period of time that will allow the Project Company to comply with its obligations under the PPA. Any costs associated with the provision of the Site by the Government, wayleaves, rights of way, easements or other interest in the Site will be for the account of the Government.
Direct Agreement. The rights based on Article 10 (Premature termination) can only be exercised subject to the Direct Agreement. In the event of any contradictions between provisions in this Agreement and provisions in the Direct Agreement the provisions in the Direct Agreement shall prevail.
Direct Agreement. It is understood that the planning, realization, as well as the operation and maintenance of the System may be financed by the Financing Entity in compliance Recital B above, and that this shall require this Agreement’s, as well as the EPC Contract’s co-ordination with the terms set forth in the financing agreement, by means of entering into a direct agreement with the Financing Entity (the “Direct Agreement”).
Direct Agreement. 3.1 The Operator hereby agrees and covenants that it will not (i) serve a Step-In Notice (as such term is defined in that certain direct agreement by and among the Operator, HNSL and Jurong, dated 22 May 2015 (the Direct Agreement), (ii) exercise its option to step into HNSL’s place, as provided under that certain construction contract by and between HNSL and Jurong dated 19 May 2014 (the Construction Contract), or (iii) assert any actions, claims, liens, encumbrances, rights, demands and set-offs it may have or have had against HNSL arising out of or related to the Construction Contract and/or the Direct Agreement.
Direct Agreement. In the event that the Seller intends to finance the Project on a limited recourse or project finance basis, the DoE agrees that it shall enter into a Direct Agreement with the Seller, the Lenders and the Buyer.
