Material Project Agreements & Key Counterparties Sample Clauses

Material Project Agreements & Key Counterparties. Balance of Plant Agreement: Balance of Plant Agreement, dated December 20, 2013, between Project Company and M.A. Xxxxxxxxx Company Balance of Plant Contractor: M.A. Xxxxxxxxx Company Turbine Supply Agreement: Wind Turbine Generator and Tower Supply and Commissioning Agreement, dated December 20, 2013, between Project Company and Siemens Energy, Inc. Turbine Supplier: Siemens Energy, Inc. Turbine O&M Agreement: Service and Maintenance Agreement, dated December 20, 2013, between Project Company and Siemens Energy, Inc. Turbine O&M Provider: Siemens Energy, Inc. Transformer Purchaser Agreements: (1) Purchase Agreement, dated December 20, 2013, between Project Company and HICO America Sales & Technology, Inc., and (2) Purchase Agreement, dated December 20, 2013, between Project Company and GE Prolec Transformers, Inc. Transformer Suppliers: (1) HICO America Sales & Technology, Inc. and (2) GE Prolec Transformers, Inc. Interconnection Agreement: ERCOT Standard Generation Interconnection Agreement, dated October 2, 0000, xxxxxxx Xxxxx Xxxxx Transmission, LLC and Project Company, as amended by the First Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 10, 2013, between Transmission Service Provider and Project Company, and the Second Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 19, 2013, between Transmission Service Provider and Project Company. Transmission Service Provider: Cross Texas Transmission, LLC Management, Operations and Maintenance Agreement: Management, Operation and Maintenance Agreement, dated December 20, 2013, between Project Company and Pattern Operators LP O&M Provider: Pattern Operators LP Project Administration Agreement: Project Administration Agreement, dated December 20, 2013, between Project Company and Pattern Operators LP Project Administrator: Pattern Operators LP Energy Hedge Agreement: (1) ISDA 2002 Master Agreement, dated December 12, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (2) Amended and Restated Schedule to the ISDA 2002 Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (c) Amended and Restated ISDA Credit Support Annex to the Schedule to the ISDA Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; and (4) Power Confirmation, dated December 13, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company. Energ...
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Material Project Agreements & Key Counterparties. Balance of Plant Agreement: Balance of Plant Agreement, dated as of the Execution Date, between the Project Company and the Balance of Plant Contractor. Balance of Plant Contractor: M.A. Xxxxxxxxx Company, a Minnesota corporation Turbine Supply Agreement: Turbine Purchase Order No. 2, dated as of the Execution Date, by and among the Project Company, the Turbine Supplier, and Pattern Renewables Development Company LLC, a Delaware limited liability company, pursuant to which Pattern Renewables Development Company LLC assigns the Assigned Interests (as defined therein) in the Master Wind Turbine Generator and Tower Supply and Commissioning Agreement, dated as of December 31, 2013, between Pattern Renewables Development Company LLC and the Turbine Supplier. Turbine Supplier: Siemens Energy, Inc., a Delaware corporation Turbine O&M Agreement: Service and Maintenance Agreement, dated as of the Execution Date, between Project Company and the Turbine O&M Provider. Turbine O&M Provider: Siemens Energy, Inc., a Delaware corporation Transformer Purchase Agreement: Purchase Agreement, dated as of the Execution Date, between the Project Company, and Transformer Supplier: HICO America Sales & Technology, Inc., a Pennsylvania corporation. Interconnection Agreement: Interconnection Service Agreement, dated as of December 22, 2009, by and among the Transmission Service Provider, the Project Company (formerly known as Dominion Xxxxxx Ridge Wind II, LLC) and Indiana Michigan Power Company. Transmission Service Provider: PJM Interconnection, L.L.C. Management, Operations and Maintenance Agreement: Management, Operation and Maintenance Agreement, dated as of the Execution Date, between Project Company and the O&M Provider. O&M Provider: Pattern Operators LP Project Administration Agreement: Project Administration Agreement, dated as of the Execution Date, between Project Company and Project Administrator. Project Administrator: Pattern Operators LP Power Purchase Agreement: Wind Project Development and Performance Agreement, dated as of December 19, 2014, by and among the Project Company and the Power Purchaser, and any Power Purchase Agreement (as defined therein) entered into pursuant thereto. Power Purchaser: Vadata, Inc. Power Purchase Agreement Guaranty: Limited Parent Guaranty, dated December 19, 2014, by the PPA Guarantor in favor of the Project Company. PPA Guarantor Xxxxxx.xxx, Inc. REC Agreement: ISDA 2002 Master Agreement (including the Credit Support Annex, Power A...
Sample 1
Material Project Agreements & Key Counterparties. Engineering, Procurement and Construction Agreement Date: Mxxxx 0, 0000 XXXXXXX Communication Systems Co., Ltd. (“KCCS”) Operation and Maintenance Agreement Date: March 31, 2015 KCCS Insurance Policy (PD/BI) Date: May 9, 2017 Aioi Nissay Dowa Insurance Co., Ltd. Insurance Policy (GL) Date: May 9, 2017 Aioi Nissay Dowa Insurance Co., Ltd. Insurance Policy (D&O) Date: June 27, 2017 AIU Insurance Company, Ltd. MOU Regarding EPC Agreement Date: December 26, 2014 KCCS Power Purchase Agreement Date: Mxxxx 00, 0000 Xxxxxxx Electric Power Company Contribution in Aid of Construction Costs Agreement Date: December 26, 2000 Xxxxxxx Electric Power Company MOU regarding Commissioning Date: January 28, 2016 Chugoku Electric Power Company Asset Management Agreement Date: June 26, 2015 Green Power Investment Corporation (“GPI”) Electricity Supply Agreement Date: December 15, 2000 Xxxxxxx Electric Power Company
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Material Project Agreements & Key Counterparties. Asset Purchase Agreement: Asset Purchase Agreement, dated as of November 11, 2015, by and among Arabella Wind, LLC, Pattern Renewables LP, and AltEnergy Transmission, LLC, as (i) partially assigned by Pattern Renewables 2 LP (as assignee of Pattern Renewables LP) to Project Company pursuant to the Assignment and Assumption Agreement, dated as of February 5, 2018, by and between Pattern Renewables 2 LP and Project Company, (ii) partially assigned by Arabella Wind, LLC to TL Finance, LLC pursuant to the Assignment and Assumption Agreement, dated as of August 7, 2019, to which Project Company consented in that certain Consent to Assignment, dated as of August 7, 2019 and (iii) amended by that certain Consent and Agreement, dated as of August 7, 2019, by and among Project Company, TL Finance, LLC, AltEnergy Transmission, LLC, Arabella Wind, LLC and ING Capital LLC Balance of Plant Agreement (“BOP Contract”): Engineering, Procurement and Construction Agreement, dated as of May 1, 2018, as amended by (i) that certain Amendment No. 1 to Engineering, Procurement and Construction Agreement, dated as of June 22, 2018, (ii) that certain Scope Change Order No. 1 dated as of January 30, 2019, (iii) that certain Scope Change Order No. 2 dated as of February 5, 2019, (iv) that certain Scope Change Order No. 3 dated as of May 24, 2019, and (v) that certain Scope Change Order No. 4 dated as of July 20, 2019, between the Project Company and the BOP Contractor.
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Material Project Agreements & Key Counterparties. Balance of Plant Agreement: Balance of Plant Agreement, dated August 19, 2013, between Project Company and M.A. Xxxxxxxxx Company Balance of Plant Contractor: M.A. Xxxxxxxxx Company Turbine Supply Agreement: Contract for the Sale of Power Generation Equipment and Related Services, dated August 19, 2013, between Project Company and General Electric Company Turbine Supplier: General Electric Company Turbine O&M Agreement: Full Service Agreement, dated August 19, 2013, between Project Company and General Electric International, Inc. Turbine O&M Provider: General Electric International, Inc. Transformer Purchaser Agreements:
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Related to Material Project Agreements & Key Counterparties

  • Material Project Documents (a) The Company shall at all times (i) perform and observe all of the covenants under the Material Project Documents to which it is a party and take reasonable actions to enforce all of its rights thereunder, other than to the extent the same could not reasonably be expected to have a Material Adverse Effect, (ii) subject to the provisions of clause (b) of this Section 9.8, maintain the System Leases (other than Leases constituting System Leases only pursuant to clause (5) of the definition thereof) in full force and effect, and (iii) maintain the Leases (other than the System Leases referred to in the foregoing clause (ii) of this Section 9.8(a)) to which it or any of its Subsidiaries is a party in full force and effect, except to the extent the same could not reasonably be expected to have a Material Adverse Effect. (b) If the term of a Lease with the Company or one of its Subsidiaries expires and the Qualified Lessee under such Lease has either ceased operating the related assets or has ceased paying rent as required under the applicable Lease, the Company shall, or shall cause a Subsidiary, as applicable, to enter into a supplement or a new Lease with respect to the related leasehold assets with a Qualified Lessee that provides for rent that, when combined with all other expected revenue, will, in the reasonable judgment of the Company, as of the commencement date of such supplement or new Lease, generate sufficient revenue to satisfy the requirements of Section 9.9 and will not otherwise result in a materially worse position for the Company as compared to the terms of the applicable expired Lease. Each such new Lease shall have a term of at least five years. Notwithstanding the foregoing, if (i) such expired Lease relates to transmission and/or distribution assets that are not generating significant revenue, (ii) the failure to renew such Lease would not constitute a Material Adverse Effect and (iii) the Company reasonably believes it will generate sufficient revenue and hold sufficient assets (without giving effect to the leasehold assets with respect to such Lease) to satisfy the requirements of Section 9.9, then this Section 9.8(b) will not require a supplement or new lease with respect to such leasehold assets.

  • Project Agreements Provided that where the company commences work on a project where a site agreement exists to which the company is contractually obligated or where a site agreement exists between the union and the client or their agent that provides for higher rates of pay and conditions, the conditions contained in any such site agreement will take precedence over this Agreement for the duration of the project.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Project Documents In addition to any other pertinent and necessary Project documents, the following documents shall be used in the development of the Project: A. TxDOT 2011 Texas Manual of Uniform Traffic Control Devices for Streets and Highways, including latest revisions B. Texas Department of Transportation's Standard Specifications for Construction of Highways, Streets, and Bridges, 2014 (English units)

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Project Agreement 1.1 If applicable, the Department will recommend approval of the project by the Federal Highway Administration. 1.2 The Sponsor agrees to comply with Title VI of the Civil Rights Act of 1964, 78 Stat. § 252, 42 U.S.C. § 2000d et seq., and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Part 21 - “Nondiscrimination in federally assisted programs of the Department of Transportation - effectuation of Title VI of the Civil Rights Act 1964". 1.3 The DEPARTMENT and SPONSOR mutually recognize that each party is a governmental entity subject to the provisions of the Governmental Tort Claims Act (51 O.S. § 151 et seq.). The DEPARTMENT and SPONSOR hereby mutually agree that each is and may be held severally liable for any and all claims, demands, and suits in law or equity, of any nature whatsoever, paying for damages or otherwise, arising from any negligent act or omission of any of their respective employees, agents or contractors which may occur during the prosecution or performance of this Agreement to the extent provided in the Governmental Tort Claims Act. Each party agrees to severally bear all costs of investigation and defense of claims arising under the Governmental Tort Claims Act and any judgments which may be rendered in such cause to the limits provided by law. Nothing in this section shall be interpreted or construed to waive any legal defense which may be available to a party or any exemption, limitation or exception which may be provided by the Governmental Tort Claims Act. 1.4 The Sponsor understands that should it fail to fulfill its responsibilities under this Agreement, such a failure will disqualify the Sponsor from future Federal-aid funding participation on any proposed project. Federal-aid funds are to be withheld until such a time as an engineering staff, satisfactory to the Department has been properly established and functioning, the deficiencies in regulations have been corrected or the improvements to be constructed under this Agreement are brought to a satisfactory condition of maintenance.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Supplemental Agreements with Consent of Applicable Certificateholders Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA or modifying in any manner the rights and obligations of the Applicable Certificateholders under the Escrow Agreement, the Deposit Agreement, the Liquidity Facility or the NPA; provided that the provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner of, or delay in the timing of, any receipt by the Applicable Certificateholders of payments upon the Deposits.

  • Material Contracts and Commitments (a) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations); (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

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