Failure to Align Sample Clauses

Failure to Align. Without prejudice to any obligation of the Borrower under any provisions of this Agreement, any failure of the Borrower to align with the Core Components as demonstrated by breach of with the terms and provisions set forth in this Section 10.27 shall under no circumstances (i) constitute a Potential Default, an Event of Default, a Potential Amortization Event or an Amortization Event hereunder or under any other Transaction Document, (ii) operate in any matter to limit, restrict or otherwise affect the use of proceeds of the Advances or (iii) otherwise affect Borrower’s right or ability to take any actions otherwise permitted under this Agreement or any other Transaction Document. The only consequence of any such failure is cessation of the Green Loan designation of the Facility, and thereafter the Green Loan Structuring Agent, Administrative Agent, the Lenders, and Borrower shall cease representing in all internal and external communications, marketing or publications that the Facility is a Green Loan. Neither the Administration Agent, the Green Loan Structuring Agent nor any Lender is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement, including, without limitation, the monitoring of and/or verifying compliance with the Green Loan Principles.
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Failure to Align. Without prejudice to any obligation of the Borrower under any provisions of this Agreement, any failure of the Borrower to align with the Core Components as demonstrated by breach of with the terms and provisions set forth in this Section 10.31 shall under no circumstances (i) constitute a Potential Default, an Event of Default, a Potential Amortization Event or an Amortization Event hereunder or under any other Transaction Document, (ii) operate in any matter to limit, restrict or otherwise affect the use of proceeds of the Advances or (iii) otherwise affect Borrower’s right or ability to take any actions otherwise permitted under this Agreement or any other Transaction Document. The only consequence of any such failure is cessation of the Green Loan designation of the Facility, and thereafter the Green Loan Structuring Agent, Administrative Agent, the Lenders, and Borrower shall cease representing in all internal [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. and external communications, marketing or publications that the Facility is a Green Loan. Neither the Administration Agent, the Green Loan Structuring Agent nor any Lender is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement, including, without limitation, the monitoring of and/or verifying compliance with the Green Loan Principles. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.
Sample 1
Failure to Align. Without prejudice to any obligation of the Borrower under any provisions of this Agreement, any failure of the Borrower to align with the Core Components as demonstrated by breach of with the terms and provisions set forth in this Section 10.31 shall under no circumstances (i) constitute a Potential Default, an Event of Default, a Potential Amortization Event or an Amortization Event hereunder or under any other Transaction Document, (ii) operate in any matter to limit, restrict or otherwise affect the use of proceeds of the Advances or (iii) otherwise affect Borrower’s right or ability to take any actions otherwise permitted under this Agreement or any other Transaction Document. The only consequence of any such failure is cessation of the Green Loan designation of the Facility, and thereafter the Green Loan Structuring Agent, Administrative Agent, the Lenders, and Borrower shall cease representing in all internal and external communications, marketing or publications that the Facility is a Green Loan. Neither the Administration Agent, the Green Loan Structuring Agent nor any Lender is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement, including, without limitation, the monitoring of and/or verifying compliance with the Green Loan Principles. [Remainder of Page Intentionally Left Blank; Signature Pages Follow] 109090915.7 -108- [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. In Witness Whereof, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. Sunnova EZ-Own Portfolio, LLC By:_________________________________ Name: Title: Signature Page to Second Amended and Restated Credit Agreement (Sunnova EZ-Own Portfolio, LLC) [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Sunnova SLA Management, LLC, as Manager By: _________________________________ Name: Title: Sunnova Asset Portfolio 7 Holdings, LLC, as Seller By: _________________________________ Name: Title: Sunnova SLA Management, LLC, as Servicer By: _________________________________ Name: Title: Signature Page to Second Amended and Restated Credit Agreement (Sunnova EZ-Own Portfolio, LLC) [***] = Certain information has been excluded from thi...
Sample 1

Related to Failure to Align

  • Failure to Notify If Contractor fails to specify in writing any problem or circumstance that materially affects the costs of its delivery of services or products, including a material breach by the Department, about which Contractor knew or reasonably should have known with respect to the period during the term covered by Contractor's status report, Contractor shall not be entitled to rely upon such problem or circumstance as a purported justification for an increase in the price for the agreed upon scope.

  • Failure to Act Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.

  • Failure to Defend If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

  • Sole Remedy for a Failure to Report Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any Event of Default (a “Reporting Event of Default”) pursuant to Section 5.01(4) arising from the Company’s failure to comply with Section 10.06 will, for each of the first 180 days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the right to receive Special Interest. If the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 5.02 on account of the relevant Reporting Event of Default from, and including, the 181st day on which a Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, such 181st day. Any Special Interest that accrues on a Note will be payable on the same dates and in the same manner as Installment Payments on such Note and will accrue at a rate per annum equal to 0.25% of the principal amount thereof for the first 90 days on which Special Interest accrues and, thereafter, at a rate per annum equal to 0.50% of the principal amount thereof. To make the election set forth in this Section 5.16, the Company must send to the Holders, the Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly describes the report(s) that the Company failed to file with the Commission; (ii) states that the Company is electing that the sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject to acceleration on account of such Reporting Event of Default. If Special Interest accrues on any Note, then, no later than five Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such Note on such date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment. The Trustee will have no duty to determine whether any Special Interest is payable or the amount thereof. No election pursuant to this Section 5.16 with respect to a Reporting Event of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting Event of Default.

  • Failure to Fund Unless the Administrative Agent shall have received prior notice from a Lender (by telephone or otherwise, such notice to be promptly confirmed by facsimile or other writing) that such Lender will not make available to the Administrative Agent such Lender’s Commitment Percentage of the Revolving Credit Loans requested by the Borrower, the Administrative Agent may assume that such Lender has made the same available to the Administrative Agent on the Borrowing Date in accordance with this Section, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on the Borrowing Date a corresponding amount. If and to the extent such Lender shall not have so made its Commitment Percentage of such Revolving Credit Loans available to the Administrative Agent (in which event such Lender shall be deemed to be a Defaulting Lender (after giving effect to any applicable grace period contained in such defined term)), such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount (to the extent not previously paid by the other), together with interest thereon for each day from the date such amount is made available to the Borrower to the date such amount is paid to the Administrative Agent, at a rate per annum equal to, in the case of the Borrower, the applicable interest rate payable by the Borrower in respect of such Loans as set forth in Section 3.1, and, in the case of such Lender, at a rate of interest per annum equal to the Federal Funds Rate for the first three days after the due date of such payment and the Federal Funds Rate plus 2% thereafter until the date such payment is received by the Administrative Agent. Such payment by the Borrower, however, shall be without prejudice to its rights against such Lender. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this Agreement, which Loan shall be deemed to have been made by such Lender on the Borrowing Date applicable to such Revolving Credit Loans.

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • Failure to Respond If you fail to respond by the date given above, your application will be refused under Section 3A(4)(a) of the Registered Designs Act 1949.

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