Material Project Agreements. (a) Each Obligor shall maintain in effect all Material Project Agreements (other than Real Property Documents) that have been entered into and to which it is a party except: (i) to the extent a Material Project Agreement is permitted to expire, be terminated or replaced under the Finance Documents or expires or is replaced in accordance with its terms; and (ii) to the extent provided under Section 8.1 (LNG SPA Maintenance) and Section 8.2 (LNG SPA Mandatory Prepayment) in relation to LNG SPAs. (b) Each Obligor shall comply with its material contractual obligations, and, subject to Section 12.5(e) (Material Project Agreements) below, enforce against Material Project Counterparties its material rights and their material covenants and obligations, under the Material Project Agreements (other than Real Property Documents) then in effect to which it is a party. (c) No Obligor shall agree to any amendment or modification of, or waiver relating to, any Material Project Agreement (other than Real Property Documents) to which it is a party that could reasonably be expected to have a Material Adverse Effect or would materially breach the terms of the Finance Documents; provided that amendments or modifications to LNG SPAs as permitted under Section 8.3 (Amendment of LNG SPAs) shall in any case be permitted; provided further that Change Orders as permitted under Section 9.1 (Change Orders) shall in any case be permitted. (d) Other than with respect to Real Property Documents, no Obligor shall: (i) assign or transfer any interest under any Material Project Agreement without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties (except for assignments and transfers contemplated in connection with the Common Security and Account Agreement and other Security Documents); (ii) consent to any counterparty assigning or transferring any interest under any Material Project Agreement, if such Obligor has consent rights under such Material Project Agreement, without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; except (A) if such assignment or transfer could not reasonably be expected to have a Material Adverse Effect; or (B) for assignments and transfers permitted or contemplated in the Common Security and Account Agreement, Direct Agreements or other Security Documents; or (iii) permit any Material Project Counterparty to substitute, diminish or otherwise replace any performance security, letter of credit or guarantee supporting such Material Project Counterparty’s obligations thereunder (including, for the avoidance of doubt, any replacement of the guaranties described in clause (a) or clause (b) of the definition of “Parent Guarantees”), except to the extent that such Material Project Counterparty is permitted to do so without the consent of the Borrower or Guarantor, as applicable, under the terms of such Material Project Agreement. (e) No Obligor shall initiate or settle arbitration or disputes if the amount in controversy in such arbitration, dispute or settlement is in excess of (x) $15 million in the case of a Real Property Document and (y) $15 million in the case of any other Material Project Agreement. (f) The applicable Obligor promptly shall provide the Intercreditor Agent with copies (or ensure that copies are provided) of any material amendments to, or material waivers relating to, the Material Project Agreements that are permitted under the Finance Documents or that have otherwise been entered into with the consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties. (g) The Obligors shall not enter into any new Material Project Agreement or any Subsequent Material Project Agreements (other than Real Property Documents) without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; provided that: (i) the Obligors may enter into a Replacement Material Contract without the prior written consent of the Intercreditor Agent or any Facility Lender, if: (A) in the case of a termination of any Material Project Agreement (other than an LNG SPA), the Obligors (A) shall have entered into a Replacement Material Contract within 60 days (as such period may be extended an additional 30 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents; or (B) in the case of any termination of an LNG SPA, the Borrower (A) shall have entered into a Replacement Material Contract within 90 days (as such period may be extended an additional 90 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after the date of such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents to the same extent as the LNG SPA that was terminated, and in each case, the termination of such LNG SPA could not reasonably be expected to result in a Material Adverse Effect; (ii) except for gas supply contracts that constitute Material Project Agreements, the Obligors may enter into new gas supply contracts (copies of which shall be delivered to the Intercreditor Agent) without the prior written consent of the Intercreditor Agent in accordance with Section 12.27(a)
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Samples: Common Terms Agreement (Venture Global, Inc.), Common Terms Agreement (Venture Global, Inc.)
Material Project Agreements. (a) Each Obligor shall maintain in effect all Material Project Agreements (other than Real Property Documents) that have been entered into and to which it is a party except:
(i) to the extent a Material Project Agreement is permitted to expire, be terminated or replaced under the Finance Documents or expires or is replaced in accordance with its terms; and
(ii) to the extent provided under Section 8.1 (LNG SPA Maintenance) and Section 8.2 (LNG SPA Mandatory Prepayment) in relation to LNG SPAs.
(b) Each Obligor shall comply with its material contractual obligations, and, subject to Section 12.5(e) (Material Project Agreements) below, enforce against Material Project Counterparties its material rights and their material covenants and obligations, under the Material Project Agreements (other than Real Property Documents) then in effect to which it is a party.
(c) No Obligor shall agree to any amendment or modification of, or waiver relating to, any Material Project Agreement (other than Real Property Documents) to which it is a party that could reasonably be expected to have a Material Adverse Effect or would materially breach the terms of the Finance Documents; provided that amendments or modifications to LNG SPAs as permitted under Section 8.3 (Amendment of LNG SPAs) shall in any case be permitted; provided further that Change Orders as permitted under Section 9.1 (Change Orders) shall in any case be permitted.
(d) Other than with respect to Real Property Documents, no Obligor shall:
(i) assign or transfer any interest under any Material Project Agreement without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties (except for assignments and transfers contemplated in connection with the Common Security and Account Agreement and other Security Documents);
(ii) consent to any counterparty assigning or transferring any interest under any Material Project Agreement, if such Obligor has consent rights under such Material Project Agreement, without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; Parties (not to be unreasonably withheld, conditioned or delayed), except:
(A) if such assignment or transfer could not reasonably be expected to have a Material Adverse Effect; or
(B) for assignments and transfers permitted or contemplated in the Common Security and Account Agreement, Direct Agreements or other Security Documents; or
(iii) permit any Material Project Counterparty to substitute, diminish or otherwise replace any performance security, letter of credit or guarantee supporting such Material Project Counterparty’s obligations thereunder (including, for the avoidance of doubt, any replacement of the guaranties described in clause (a) or clause (b) of the definition of “any Parent Guarantees”Guarantee), except to the extent that such Material Project Counterparty is permitted to do so without the consent of the Borrower or Guarantor, as applicable, under the terms of such Material Project Agreement.
(e) No Obligor shall initiate or settle arbitration or disputes if the amount in controversy in such arbitration, dispute or settlement is in excess of (x) $15 30 million in the case of a Real Property Document and (y) $15 30 million in the case of any other Material Project Agreement.
(f) The applicable Obligor promptly shall provide the Intercreditor Agent with copies (or ensure that copies are providedprovided (with any commercially sensitive material redacted) of any material amendments to, or material waivers relating to, the Material Project Agreements that are permitted under the Finance Documents or that have otherwise been entered into with the consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor PartiesParties (not to be unreasonably withheld, conditioned or delayed).
(g) The Obligors shall not enter into any new Material Project Agreement or any Subsequent Material Project Agreements (other than Real Property Documents) without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor PartiesParties (not to be unreasonably withheld, conditioned or delayed); provided that:
(i) the Obligors may enter into a Replacement Material Contract without the prior written consent of the Intercreditor Agent or any Facility Lender, if:
(A) in the case of a termination of any Material Project Agreement (other than an LNG SPA), the Obligors (A) shall have entered into a Replacement Material Contract within 60 days (as such period may be extended an additional 30 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents; or
(B) in the case of any termination of an LNG SPA, the Borrower (A) shall have entered into a Replacement Material Contract within 90 days (as such period may be extended an additional 90 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after the date of such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents to the same extent as the LNG SPA that was terminated, and in each case, the termination of such LNG SPA could not reasonably be expected to result in a Material Adverse Effect;
(ii) except for gas supply contracts that constitute Material Project Agreements, the Obligors may enter into new gas supply contracts (copies of which shall be delivered to the Intercreditor Agent) without the prior written consent of the Intercreditor Agent in accordance with Section 12.27(a)
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Material Project Agreements. (a) Each Obligor shall maintain in effect all Material Project Agreements (other than Real Property Documents) that have been entered into As of the ECCA Execution Date, the Initial Capital Contribution Date and to which it is a party exceptthe Final Capital Contribution Date:
(i) Part I of Schedule 3.17 lists all Material Project Agreements for the Project to which any Project Entity or Shareco is a party and, except for the Transaction Documents, Real Property Documents for the Project, Material Project Agreements and the other Contracts listed on Part II of Schedule 3.17 for the Project, none of the Project Entities or Shareco is a party to any other Contract, other than any Contract relating to the extent a Material Project Agreement is permitted under which either the current and contingent liability of such Project Entity or Shareco, or the reduction in revenue of such Project Entity or Shareco, could not reasonably be expected to expire, be terminated or replaced under the Finance Documents or expires or is replaced in accordance with its terms; andexceed $1,000,000 for such Contract.
(ii) to the extent provided under Section 8.1 (LNG SPA Maintenance) and Section 8.2 (LNG SPA Mandatory Prepayment) The Material Project Agreements have not been amended, terminated or otherwise modified except as set forth in relation to LNG SPAsSchedule 3.17.
(b) Each Obligor shall comply with its material contractual obligations, and, subject to Section 12.5(e) (Material Project Agreements) below, enforce against Material Project Counterparties its material rights and their material covenants and obligations, under the The Material Project Agreements have been duly authorized, executed and delivered by the applicable Project Entity or Shareco, are in full force and effect and (i) binding on such Project Entity or Shareco, (ii) in respect of any Material Project Agreements that are between such Project Entity or Shareco, on the one hand, and an Affiliate of the Class B Equity Investor, on the other than Real Property Documentshand, binding on the other parties thereto and (iii) then with respect to any other Material Project Agreement, to the Knowledge of the Class B Equity Investor, binding on the other parties thereto, except in effect to which it is a partyeach case as enforceability may be limited by applicable bankruptcy and similar Laws affecting the enforcement of creditors’ rights and general equitable principles.
(c) No Obligor shall agree to Except for any amendment or modification of, or waiver relating to, any Material Project Agreement (other than Real Property Documents) to which it is a party default that could reasonably be expected to have a Material Adverse Effect or would materially breach the terms of the Finance Documents; provided that amendments or modifications to LNG SPAs as permitted under Section 8.3 (Amendment of LNG SPAs) shall in any case be permitted; provided further that Change Orders as permitted under Section 9.1 (Change Orders) shall in any case be permitted.
(d) Other than with respect to Real Property Documents, no Obligor shall:
(i) assign or transfer any interest under any Material Project Agreement without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties (except for assignments and transfers contemplated in connection with the Common Security and Account Agreement and other Security Documents);
(ii) consent to any counterparty assigning or transferring any interest under any Material Project Agreement, if such Obligor has consent rights under such Material Project Agreement, without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; except
(A) if such assignment or transfer could not reasonably be expected to have a Material Adverse Effect; or
, (Bi) for assignments and transfers permitted none of the Project Entities or contemplated Shareco is in the Common Security and Account default under any Material Project Agreement, Direct (ii) in respect of any Material Project Agreements for the Project that are between a Project Entity or Shareco, on the one hand, and an Affiliate of the Class B Equity Investor, on the other Security Documents; or
hand, no other party is in default under such Material Project Agreement, and (iii) permit with respect to any other Material Project Counterparty Agreement, to substitute, diminish or otherwise replace any performance security, letter of credit or guarantee supporting such Material Project Counterparty’s obligations thereunder (including, for the avoidance of doubt, any replacement Knowledge of the guaranties described Class B Equity Investor, no other party is in clause (a) or clause (b) of the definition of “Parent Guarantees”), except to the extent that such Material Project Counterparty is permitted to do so without the consent of the Borrower or Guarantor, as applicable, default under the terms of such any Material Project Agreement.
(ed) No Obligor shall initiate or settle arbitration or disputes if The Material Project Agreements listed in Part I of Schedule 3.17 and the amount other Contracts listed in controversy in such arbitrationPart II of Schedule 3.17, dispute or settlement is in excess of (x) $15 million in the case form Made Available to the Class A Equity Investors, include all material Contracts for services, materials or rights that are reasonably necessary to be obtained by the Project Entities in connection with the construction, ownership, operation and maintenance of a Real Property Document the Project, other than those Contracts for services, materials or rights that are not required to be in place as of such date in accordance with Prudent Industry Practices but which the Class B Equity Investor reasonably believes will be obtained in due course and (y) $15 million on commercially reasonable terms at or before the time when such services, materials and rights are needed to be in the case of any other Material Project Agreementplace in accordance with Prudent Industry Practices.
(fe) The applicable Obligor promptly shall provide There are no services, materials or rights required for the Intercreditor Agent construction, operation or maintenance of the Project in accordance with copies (or ensure that copies are provided) of any material amendments to, or material waivers relating to, the Material Project Agreements that are permitted other than those (i) available or to be provided under the Finance Documents or that have otherwise been entered into with the consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties.
(g) The Obligors shall not enter into any new Material Project Agreement or any Subsequent Material Project Agreements (other than Real Property Documents) without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; provided that:
(i) the Obligors may enter into a Replacement Material Contract without the prior written consent of the Intercreditor Agent or any Facility Lender, if:
(A) in the case of a termination of any Material Project Agreement (other than an LNG SPA), the Obligors (A) shall have entered into a Replacement Material Contract within 60 days (as such period may be extended an additional 30 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents; or
(B) in the case of any termination of an LNG SPA, the Borrower (A) shall have entered into a Replacement Material Contract within 90 days (as such period may be extended an additional 90 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after the date of such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents to the same extent as the LNG SPA that was terminated, and in each case, the termination of such LNG SPA could not reasonably be expected to result in a Material Adverse Effect;
(ii) except for gas supply contracts that constitute Material Project Agreementsare reasonably expected to be commercially available on commercially reasonable terms at or before the time when such services, the Obligors may enter into new gas supply contracts (copies of which shall be delivered to the Intercreditor Agent) without the prior written consent of the Intercreditor Agent in accordance with Section 12.27(a)materials and rights are needed.
Appears in 1 contract
Samples: Equity Capital Contribution Agreement (Avangrid, Inc.)
Material Project Agreements. (a) Each Obligor shall maintain in effect all Material Project Agreements (other than Real Property Documents) that have been entered into and to which it is a party except:
(i) to the extent a Material Project Agreement is permitted to expire, be terminated or replaced under the Finance Documents or expires or is replaced in accordance with its terms; and
(ii) to the extent provided under Section 8.1 (LNG SPA Maintenance) and Section 8.2 (LNG SPA Mandatory Prepayment) in relation to LNG SPAs.
(b) Each Obligor shall comply with its material contractual obligations, and, subject to Section 12.5(e) (Material Project Agreements) below, enforce against Material Project Counterparties its material rights and their material covenants and obligations, under the Material Project Agreements (other than Real Property Documents) then in effect to which it is a party.
(c) No Obligor shall agree to any amendment or modification of, or waiver relating to, any Material Project Agreement (other than Real Property Documents) to which it is a party that could reasonably be expected to have a Material Adverse Effect or would materially breach the terms of the Finance Documents; provided that amendments or modifications to LNG SPAs as permitted under Section 8.3 (Amendment of LNG SPAs) shall in any case be permitted; provided further that Change Orders as permitted under Section 9.1 (Change Orders) shall in any case be permitted.
(d) Other than with respect to Real Property Documents, no Obligor shall:
(i) assign or transfer any interest under any Material Project Agreement without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties (except for assignments and transfers contemplated in connection with the Common Security and Account Agreement and other Security Documents);
(ii) consent to any counterparty assigning or transferring any interest under any Material Project Agreement, if such Obligor has consent rights under such Material Project Agreement, without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor Parties; Parties (not to be unreasonably withheld, conditioned or delayed), except:
(A) if such assignment or transfer could not reasonably be expected to have a Material Adverse Effect; or
(B) for assignments and transfers permitted or contemplated in the Common Security and Account Agreement, Direct Agreements or other Security Documents; or
(iii) permit any Material Project Counterparty to substitute, diminish or otherwise replace any performance security, letter of credit or guarantee supporting such Material Project Counterparty’s obligations thereunder (including, for the avoidance of doubt, any replacement of the guaranties described in clause (a) or clause (b) of the definition of “any Parent Guarantees”Guarantee), except to the extent that such Material Project Counterparty is permitted to do so without the consent of the Borrower or Guarantor, as applicable, under the terms of such Material Project Agreement.
(e) No Obligor shall initiate or settle arbitration or disputes if the amount in controversy in such arbitration, dispute or settlement is in excess of (x) $15 30 million in the case of a Real Property Document and (y) $15 30 million in the case of any other Material Project Agreement.
(f) The applicable Obligor promptly shall provide the Intercreditor Agent with copies (or ensure that copies are providedprovided (with any commercially sensitive material redacted) of any material amendments to, or material waivers relating to, the Material Project Agreements that are permitted under the Finance Documents or that have otherwise been entered into with the consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor PartiesParties (not to be unreasonably withheld, conditioned or delayed).
(g) The Obligors shall not enter into any new Material Project Agreement or any Subsequent Material Project Agreements (other than Real Property Documents) without the prior written consent of the Intercreditor Agent acting on the instructions of the Requisite Intercreditor PartiesParties (not to be unreasonably withheld, conditioned or delayed); provided that:
(i) the Obligors may enter into a Replacement Material Contract without the prior written consent of the Intercreditor Agent or any Facility Lender, if:
(A) in the case of a termination of any Material Project Agreement (other than an LNG SPA), the Obligors (A) shall have entered into a Replacement Material Contract within 60 days (as such period may be extended an additional 30 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents; or
(B) in the case of any termination of an LNG SPA, the Borrower (A) shall have entered into a Replacement Material Contract within 90 days (as such period may be extended an additional 90 days provided the Obligors are proceeding with diligence to replace such terminated Material Project Agreement) after the date of such termination and (B) shall have caused such Replacement Material Contract to become subject to the Liens granted under the Security Documents to the same extent as the LNG SPA that was terminated, and in each case, the termination of such LNG SPA could not reasonably be expected to result in a Material Adverse Effect;
(ii) except for gas supply contracts that constitute Material Project Agreements, the Obligors may enter into new gas supply contracts (copies of which shall be delivered to the Intercreditor Agent) without the prior written consent of the Intercreditor Agent in accordance with Section 12.27(a) (Gas Transportation Arrangements; Gas Purchase Arrangements); and
(iii) the Borrower may enter into new LNG SPAs in accordance with Section 12.5(k) (Material Project Agreements).
(h) In connection with any new Material Project Agreement and any Subsequent Material Project Agreement (other than Real Property Documents), the applicable Obligor shall deliver to the Intercreditor Agent, within 30 days following execution of such new Material Project Agreement or any Subsequent Material Project Agreement (with a form of such document to be delivered prior to execution of such new Material Project Agreement or any Subsequent Material Project Agreement):
(i) each Security Document, if any, necessary to grant the Collateral Agent a first priority perfected Lien in such new Material Project Agreement or such Subsequent Material Project Agreement (subject only to Permitted Liens);
(ii) evidence of the authorization of the applicable Obligor to execute, deliver and perform such new Material Project Agreement or such Subsequent Material Project Agreement;
(iii) a certificate of the Borrower certifying that all Permits necessary for the execution, delivery and performance of such new Material Project Agreement or such Subsequent Material Project Agreement have been duly obtained, were validly issued and are in full force and effect;
(iv) an opinion of counsel to the applicable Obligor and, if a Direct Agreement is required to be obtained from such counterparty pursuant to Section 3.4 (Direct Agreements) of the Common Security and Account Agreement, other than with respect to any Subsequent Material Project Agreements specified in clause (b) of the definition thereof, applying the effort standard set forth in Section 3.4 (Direct Agreements) of the Common Security and Account Agreement to obtaining such opinion as is applicable to obtaining the related Direct Agreement, an opinion of counsel to the counterparty to such new Material Project Agreement or such Subsequent Material Project Agreement; and
(v) a Direct Agreement in respect of such new Material Project Agreement or such Subsequent Material Project Agreement, but only to the extent such Direct Agreement is required pursuant to Section 3.4 (Direct Agreements) of the Common Security and Account Agreement for an equivalent Material Project Agreement.
(i) Each Obligor shall maintain, preserve and protect, or make contractual or other provisions to cause to be maintained, preserved and protected, all of the real property interests evidenced by the Real Property Documents except (x) to the extent such Real Property Document is permitted to expire, be terminated or replaced under the Finance Documents or expires or terminates pursuant to its terms and is replaced with substantially equivalent real property interests to the extent necessary for the Development at such time or (y) where failure to do so could not reasonably be expected to have a Material Adverse Effect.
(j) The prior written consent of the Intercreditor Agent (acting on the instruction of the Requisite Intercreditor Parties (not to be unreasonably withheld, conditioned or delayed)) shall be required in connection with the execution by an Obligor of a document evidencing a real property interest if:
(i) such real property interest replaces (or is substituted for) a real property interest in a then-existing Real Property Document and such replaced real property interest is necessary at such time for the Development; or
(ii) if such real property interest does not replace (or is not substituted for) a real property interest in a then-existing Real Property Document, such real property interest:
(A) is, at such time, necessary for the Development;
(B) is required to be included in a mortgage pursuant to requirements of Section 3.2(f)(ii) (Security Interests to be Granted by the Obligors – Real Property) of the Common Security and Account Agreement; and
(C) is evidenced by a Real Property Document which by its terms imposes upon an Obligor obligations or liabilities with an aggregate value in excess of $100 million over its term and is for a term of greater than seven years; provided, in the case of each of clauses (i) and (ii) above, that no such consent shall be required if the applicable real property interest is being acquired in order to comply with (x) the requirements of any Permit or applicable Government Rules, (y) obligations of any Obligor pursuant to a Material Project Agreement or (z) Prudent Industry Practice pertaining to safety or security measures.
(k) The Borrower shall not enter into any LNG SPA or any shipping arrangements relating to DPU LNG SPAs, in each case, except as permitted by Section 8.1(a) (LNG SPA Maintenance), Section 8.4 (Sale of Supplemental Quantity), Section 8.5 (Sale of Pre-Completion Quantities) Section 12.5(g)(i)(B) (Material Project Agreements), and Section 12.5(l) (Material Project Agreements).
(l) The Borrower shall not permit DPU LNG SPAs, in the aggregate, to exceed 1.2 MTPA (the “DPU LNG SPA Quantity Restrictions”).
(m) Notwithstanding anything to the contrary in this Agreement, the Borrower shall be permitted to enter into contracts in accordance with Section 7.2 (Expansion Contracts).
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