Discussions Concerning Buyer Purchase of Project Sample Clauses

Discussions Concerning Buyer Purchase of Project. Upon Notice to the other Party, either Party may initiate good faith negotiations regarding a potential purchase at fair market value by the Buyer of the Project and all assets and rights held by the Seller or any Affiliate of the Seller that relate to the Project and/or its construction, ownership, operation or maintenance, including without limitations real property, physical plant, tangible personal property, permits, agreements, consents, books and records, intellectual property and data. Such negotiations shall also include representations and warranties, indemnities, closing conditions and covenants which are customary and usual in agreements providing for the acquisition of similar assets. The Buyer's acquisition shall be conditioned on the final and non-appealable prior approval by the California Public Utilities Commission of such ratemaking and other conditions as the Buyer may request in an appropriate filing requesting such approval.
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Related to Discussions Concerning Buyer Purchase of Project

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Contracts Concerning Use of Project The Recipient agrees that during the Agreement Term it will not contract with any Private Person for use of the Project or any portion thereof or the facility or facilities of which the Project is a part for any Private Business Use unless all of the conditions of subparagraph F.3.a., subparagraph F.3.b. or subparagraph F.3.c. are met:

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Representations and Warranties of the Purchasers Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

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