in rights. 17.1 Step-in Rights (a) The Agency shall have the option to assume operational responsibility for the Facilities (in the capacity of an operator only) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services (“Agency Step-in Rights”). Agency Step-in Rights shall arise only upon the occurrence and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the Company’s ability to operate and maintain the Facilities in accordance with this Agreement. (b) The Agency shall notify the Company in writing of the following: (i) its intention to exercise Agency Step-in Rights (ii) the reason for its exercise of Agency Step-in Rights; and (iii) the date it will commence exercise of Agency Step-in Rights. (c) The Agency may only exercise the Agency Step-in Rights under the following conditions: (i) Any applicable cure period specified in Section 15 (Events of Default) and Section 20 (Termination) has expired, unless the Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements. (ii) For so long as the Financing Agreements remain in effect, the Agency must first obtain the consent of the Lenders. (d) During the period of the Agency’s exercise of the Agency Step-in Rights, the Agency shall be the operator of the Facilities. The Company’s obligation to provide part of the Services covered by the exercise of the Agency Step-in Rights shall be suspended, but the Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the Agency Step-in Rights shall not be deemed as or result in a transfer of title to the Facilities or a transfer of the Company’s obligations as owner of the Facilities. 17.2 Implementation of Agency Step-in Rights
Appears in 1 contract
Samples: Sample Contract
in rights. 17.1 Step-in Rights
(a) The Agency Upon the occurrence of a default by Seller following COD that could be cured by Company’s possession of the Facility, Company shall have the option right, but not the obligation, to assume operational responsibility control and operate the Facility as agent for the Facilities Seller (in the capacity of an operator onlywhether voluntary or involuntary) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services accordance with Seller’s rights, obligations, and interest under this PPA (“Agency Step-in In Rights”). Agency Company shall give Seller and the Facility Lender at least 10 Days’ notice in advance of exercising Company’s Step-in In Rights. Exercise of Step-In Rights per se shall arise only upon not be deemed to cure the occurrence associated default, and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the shall not preclude or limit Company’s ability right to exercise its other remedies against Seller under this PPA. Seller irrevocably appoints Company as Seller’s attorney-in-fact for the exclusive purpose of executing such documents and taking such other actions as Company may reasonably deem necessary, appropriate or prudent to implement its Step-In Rights. Company acknowledges that Company may be required and shall relinquish or delay exercise of its Step-In Rights in the event that the Facility Lender elects to appoint a receiver, foreclose and/or otherwise obtain possession of the Facility under the Financing Documents. Seller shall not grant any person, other than the Facility Lender, a right to possess, assume control of, or operate the Facility in derogation of Company’s Step-In Rights. Seller shall reimburse Company for its expenses and maintain costs (including the Facilities in accordance with this Agreement.
(bfees and expenses of counsel) The Agency shall notify the incurred by Company in writing of the following:
(i) connection with exercising its intention to exercise Agency Step-in Rights
In Rights (ii) the reason for its exercise of Agency “Step-in Rights; and
(iii) the date it will commence exercise of Agency Step-in Rights.
(c) The Agency may only exercise the Agency Step-in Rights under the following conditions:
(i) Any applicable cure period specified in Section 15 (Events of Default) and Section 20 (Termination) has expired, unless the Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements.
(ii) For so long as the Financing Agreements remain in effect, the Agency must first obtain the consent of the Lenders.
(d) In Costs”). During the period of the AgencyCompany’s exercise of the Agency its Step-In Rights: Company shall implement its Step-In Rights and operate the Facility in conformance with Good Utility Practice. Company shall perform Seller’s obligations in a manner consistent with Seller’s duties under this PPA. Seller shall retain legal title to and ownership of the Facility. Seller shall make available at the Facility all documents, contracts, books, manuals, reports, and records required for Company to construct, operate, and maintain the Facility. Seller shall give Company, its employees and contractors, unrestricted access to the Site and the Facility. Seller shall cooperate in the implementation of Company’s Step-In Rights. Company shall devote the Renewable Energy generated and delivered from the Facility during such period towards satisfaction of Seller’s obligations hereunder. During the period of Company’s exercise of its Step-In Rights, Company shall purchase the Agency Renewable Energy from the Facility as provided herein; provided that Company may withhold its Step-In Costs from payments due to Seller hereunder. In the event that net revenues due to Seller are insufficient to cover such Step-In Costs, Company may draw upon the Security Fund to cover such Step-In Costs. Company may relinquish its Step-In Rights at any time, on at least 15 days’ notice to Seller and the Facility Lender. Company shall relinquish its Step-In Rights on the earliest of (i) termination of this PPA, or (ii) Seller’s cure of the default that led to exercise of Company’s Step-In Rights within the applicable cure period set forth herein. This Section 12.5 shall be specifically enforceable by Company, without bond and without the operator need to prove irreparable harm. Exercise of the Facilities. The Company’s obligation to provide part of the Services covered by the exercise of the Agency its Step-in Rights shall be suspended, but the Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the Agency Step-in In Rights shall not be deemed as or result in a transfer constitute an assumption by Company of title to the Facilities or a transfer any liability of the Company’s obligations as owner of the FacilitiesSeller.
17.2 Implementation of Agency Step-in Rights
Appears in 1 contract
Samples: Solar Energy Purchase Agreement
in rights. 17.1 Step-in Rights
(a) The Agency Upon the occurrence of a default by Seller following COD that could be cured by Company’s possession of the Facility, Company shall have the option right, but not the obligation, to assume operational responsibility control and operate the Facility as agent for the Facilities Seller (in the capacity of an operator onlywhether voluntary or involuntary) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services accordance with Seller’s rights, obligations, and interest under this PPA (“Agency Step-in In Rights”). Agency Company shall give Seller and the Facility Lender at least 10 Days’ notice in advance of exercising Company’s Step-in In Rights. Exercise of Step-In Rights per se shall arise only upon not be deemed to cure the occurrence associated default, and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the shall not preclude or limit Company’s ability right to exercise its other remedies against Seller under this PPA. Seller irrevocably appoints Company as Seller’s attorney-in-fact for the exclusive purpose of executing such documents and taking such other actions as Company may reasonably deem necessary, appropriate or prudent to implement its Step-In Rights. Company acknowledges that Company may be required and shall relinquish or delay exercise of its Step-In Rights in the event that the Facility Lender elects to appoint a receiver, foreclose and/or otherwise obtain possession of the Facility under the Financing Documents. Seller shall not grant any person, other than the Facility Lender, a right to possess, assume control of, or operate the Facility in derogation of Company’s Step-In Rights. Seller shall reimburse Company for its expenses and maintain costs (including the Facilities in accordance with this Agreement.
(bfees and expenses of counsel) The Agency shall notify the incurred by Company in writing of the following:
(i) connection with exercising its intention to exercise Agency Step-in Rights
In Rights (ii) the reason for its exercise of Agency “Step-in Rights; and
(iii) the date it will commence exercise of Agency Step-in Rights.
(c) The Agency may only exercise the Agency Step-in Rights under the following conditions:
(i) Any applicable cure period specified in Section 15 (Events of Default) and Section 20 (Termination) has expired, unless the Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements.
(ii) For so long as the Financing Agreements remain in effect, the Agency must first obtain the consent of the Lenders.
(d) In Costs”). During the period of the AgencyCompany’s exercise of the Agency its Step-In Rights: Company shall implement its Step-In Rights and operate the Facility in conformance with Good Utility Practice. Company shall perform Seller’s obligations in a manner consistent with Seller’s duties under this PPA. Seller shall retain legal title to and ownership of the Facility. Seller shall make available at the Facility all documents, contracts, books, manuals, reports, and records required for Company to construct, operate, and maintain the Facility. Seller shall give Company, its employees and contractors, unrestricted access to the Site and the Facility. Seller shall cooperate in the implementation of Company’s Step-In Rights. Company shall devote the Renewable Energy generated and delivered from the Facility during such period towards satisfaction of Seller’s obligations hereunder. During the period of Company’s exercise of its Step-In Rights, Company shall purchase the Agency Renewable Energy from the Facility as provided herein; provided that Company may withhold its Step-In Costs from payments due to Seller hereunder. In the event that net revenues due to Seller are insufficient to cover such Step-In Costs, Company may draw upon the Security Fund to cover such Step-In Costs. Company may relinquish its Step-In Rights at any time, on at least 15 Days notice to Seller and the Facility Lender. Company shall relinquish its Step-In Rights on the earliest of (i) termination of this PPA, or (ii) Seller’s cure of the default that led to exercise of Company’s Step-In Rights within the applicable cure period set forth herein. This Section 12.5 shall be specifically enforceable by Company, without bond and without the operator need to prove irreparable harm. Exercise of the Facilities. The Company’s obligation to provide part of the Services covered by the exercise of the Agency its Step-in Rights shall be suspended, but the Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the Agency Step-in In Rights shall not be deemed as or result in a transfer constitute an assumption by Company of title to the Facilities or a transfer any liability of the Company’s obligations as owner of the FacilitiesSeller.
17.2 Implementation of Agency Step-in Rights
Appears in 1 contract
Samples: Energy Purchase Agreement
in rights. 17.1 Step-in Rights
(a) The Agency Upon the occurrence of a default by Seller following COD that could be cured by Company if Company obtains possession of the Facility, Company shall have the option right, but not the obligation, to assume operational responsibility control and operate the Facility as agent for the Facilities Seller (in the capacity of an operator onlywhether voluntary or involuntary) in order to continue operation of the Facilities or complete any necessary repairs to assure the continued delivery of the Services accordance with Seller’s rights, obligations, and interest under this PPA (“Agency Step-in In Rights”). Agency Company shall give Seller and the Facility Lender at least 10 Days’ notice in advance of exercising Company’s Step-in In Rights. Exercise of Step-In Rights per se shall arise only upon not be deemed to cure the occurrence associated default, and continuance of a Company Event of Default that could reasonably be expected to materially adversely affect the shall not preclude or limit Company’s ability right to exercise its other remedies against Seller under this PPA Seller irrevocably appoints Company as Seller’s attorney-in-fact for the exclusive purpose of executing such documents and taking such other actions as Company may reasonably deem necessary, appropriate or prudent to implement its Step-In Rights. Company acknowledges that Company may be required and shall relinquish or delay exercise of its Step-In Rights in the event that the Facility Lender elects to appoint a receiver, foreclose and/or otherwise obtain possession of the Facility under the Financing Documents. Seller shall not grant any person, other than the Facility Lender, a right to possess, assume control of, or operate the Facility in derogation of Company’s Step-In Rights. Seller shall reimburse Company for its expenses and maintain costs (including the Facilities in accordance with this Agreement.
(bfees and expenses of counsel) The Agency shall notify the incurred by Company in writing of the following:
(i) connection with exercising its intention to exercise Agency Step-in Rights
In Rights (ii) the reason for its exercise of Agency “Step-in Rights; and
(iii) the date it will commence exercise of Agency Step-in Rights.
(c) The Agency may only exercise the Agency Step-in Rights under the following conditions:
(i) Any applicable cure period specified in Section 15 (Events of Default) and Section 20 (Termination) has expired, unless the Agency is requested by the Lenders to step in earlier on their behalf pursuant to the Financing Agreements.
(ii) For so long as the Financing Agreements remain in effect, the Agency must first obtain the consent of the Lenders.
(dIn Costs”) During the period of the AgencyCompany’s exercise of the Agency its Step-In Rights: Company shall implement its Step-In Rights and operate the Facility in conformance with Good Utility Practice. Company shall perform Seller’s obligations in a manner consistent with Seller’s duties under this PPA. Seller shall retain legal title to and ownership of the Facility. Seller shall make available at the Facility all documents, contracts, books, manuals, reports, and records required for Company to operate, and maintain the Facility. Seller shall give Company, its employees and contractors, unrestricted access to the Site and the Facility. Seller shall cooperate in the implementation of Company’s Step-In Rights. Company shall devote the Contract Energy generated and delivered from the Facility during such period towards satisfaction of Seller’s obligations hereunder. During the period of Company’s exercise of its Step-In Rights, Company shall purchase the Agency Contract Capacity and Contract Energy from the Facility as provided herein, provided that Company may withhold its Step-In Costs from payments due to Seller hereunder. In the event that net revenues due to Seller are insufficient to cover such Step-In Costs, Company may draw upon the Security Fund to cover such Step-In Costs. Company may relinquish its Step-In Rights at any time, on at least 15 Days notice to Seller and the Facility Lender. Company shall relinquish its Step-In Rights on the earliest of (i) termination of this PPA, or (ii) Seller’s cure of the default that led to exercise of Company’s Step-In Rights within the applicable cure period set forth herein. This Section 12.5 shall be specifically enforceable by Company, without bond and without the operator need to prove irreparable harm. Exercise of the Facilities. The Company’s obligation to provide part of the Services covered by the exercise of the Agency its Step-in Rights shall be suspended, but the Agency shall retain the right to terminate the Agreement due to a Company Event of Default. The exercise of the Agency Step-in In Rights shall not be deemed as constitute an assumption by Company of any existing or result in a transfer future liability of title to the Facilities or a transfer of the Company’s obligations as owner of the FacilitiesSeller.
17.2 Implementation of Agency Step-in Rights
Appears in 1 contract
Samples: Power Purchase Agreement