Material Project Documents; Etc Sample Clauses

Material Project Documents; Etc. (a) The Borrower shall not cause, consent to, or permit, and in relation to the Project as a whole, use Project Commercially Reasonable Efforts to not cause, consent to, or permit, in each case, any termination (except pursuant to the terms thereof), amendment, replacement, modification, assignment, variance or waiver of timely compliance with any terms or conditions of any material Permit or the Material Project Documents to which it is a party other than pursuant to the Security Documents or, with respect to any Material Project Participant, as expressly permitted in the corresponding Material Project Document, except: (i) the extension of a material Permit or Material Project Document on terms that are not materially adverse to the FRN Holders or Lender Parties shall not require the consent of the Required Financing Parties; or (ii) any termination, amendment, replacement, modification, variance or waiver of a material Permit or Material Project Document, to the extent that such termination, amendment, replacement, modification, variance or waiver would not reasonably be expected to result in a Material Adverse Effect, it being understood that an amendment or modification to the FERC License No. 2716 in respect of the Project to remove the Bath Transmission Lines from the scope thereof shall not be deemed to result in a Material Adverse Effect. (b) The Borrower shall not enter into any Additional Project Documents unless (i) entering into such document would not reasonably be expected to result in a Material Adverse Effect, and (ii) the Borrower shall use its commercially reasonable efforts to obtain a Consent for sixty (60) days after entering into such Additional Project Document. (c) The Borrower shall not cause, consent to, or permit any termination (except pursuant to the terms thereof), amendment, replacement, modification, assignment (except pursuant to the terms thereof), variance or waiver of timely compliance with any terms or conditions of the Bath Minority Management Agreement, except any termination, amendment, replacement, modification, assignment, variance or waiver, to the extent that such any termination, amendment, replacement, modification, assignment, variance or waiver would not reasonably be expected to result in a Material Adverse Effect.
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Material Project Documents; Etc. (a) The Borrower shall not cause, consent to, or permit, any termination (except pursuant to the terms thereof), amendment, replacement, modification, assignment, variance or waiver of timely compliance with any terms or conditions of any material Permit or the Material Project Documents to which it is a party other than pursuant to the Security Documents or, with respect to any Material Project Participant, as expressly permitted in the corresponding Material Project Document, except: (i) the extension of a material Permit or Material Project Document on terms that are not materially adverse to the Lender Parties shall not require the consent of the Required Lenders; or (ii) any termination, amendment, replacement, modification, variance or waiver of a material Permit or Material Project Document, to the extent that such termination, amendment, replacement, modification, variance or waiver would not reasonably be expected to result in a Material Adverse Effect. (b) The Borrower shall not enter into any Additional Project Documents unless (i) entering into such document would not reasonably be expected to result in a Material Adverse Effect, and (ii) the Borrower shall use its commercially reasonable efforts to obtain a Consent for sixty (60) days after entering into such Additional Project Document.
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Material Project Documents; Etc. (a) The Company shall not cause, consent to, or permit any termination (except pursuant to the terms thereof), amendment, replacement, modification, assignment, variance or waiver of timely compliance with any terms or conditions of any material Permit or the Material Project Documents to which it is a party other than pursuant to the Security Documents, except: (i) the extension of a material Permit or Material Project Document on terms that are not materially adverse to the holders of the Notes shall not require the consent of the Required Holders; or (ii) any termination, amendment, replacement, modification, variance or waiver of a material Permit or Material Project Document, to the extent that such termination, amendment, replacement, modification, variance or waiver would not reasonably be expected to result in a Material Adverse Effect. (b) The Company shall not enter into any Additional Project Documents unless (i) entering into such document would not reasonably be expected to result in a Material Adverse Effect, and (ii) the Company shall use its commercially reasonable efforts to obtain a counterparty consent to collateral assignment for sixty (60) days after entering into such Additional Project Document.
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Material Project Documents; Etc. (a) The Company shall (i) perform and observe all of its covenants and obligations contained in each of the Material Project Documents to which it is a party, (ii) take all reasonable and necessary action to prevent the termination or cancellation of any Material Project Document to which it is a party (except for the expiration of any Material Project Document in accordance with its terms and not as a result of a breach or default thereunder) and (iii) prudently enforce against the relevant counterparty each material covenant or obligation of such Material Project Document to which it is a party in accordance with its terms. (b) The Company shall not: (i) cancel or terminate any Material Project Document to which it is party or consent to or accept any cancellation or termination of any such Material Project Document (except for the expiration of any Material Project Document in accordance with its terms and not as a result of a breach or default thereunder); (ii) sell, assign or otherwise transfer or dispose of (by operation of law or otherwise) any part of its interest in any Material Project Document to which it is a party; (iii) waive any material default under, or material breach of, or grant any material consent under, any Material Project Document to which it is a party or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of, any such Material Project Document or in any way vary, or agree to the variation of, any material provision of such Material Project Document or of the performance of any material covenant or obligation by any other Person under any such Material Project Document; provided, that in the case of the EPC Contracts, any such waiver, consent or variation that increases the cost of the EPC Contract shall count the amount of such increased cost against the Contingency Threshold, and any waiver, consent or variation that makes any change excluded by the definition of “Change Order” shall not be deemed to be immaterial; (iv) petition, request or take any other legal or administrative action that seeks, or may be expected, to impair or amend, modify or supplement any Material Project Document to which it is a party (including with respect to purchase orders and change orders) the incurrence of additional costs or obligations thereunder, including any Change Order; (v) amend, supplement or modify (a) the Base Case Model or the Constr...
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Related to Material Project Documents; Etc

  • 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 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)

  • Project Documentation All documentation provided to the City other than Project drawings shall be furnished on a Microsoft compatible compact disc.

  • Material Contracts (a) Except as filed as an exhibit to the Company SEC Filings or as set forth on Schedule 3.23, there are none of the following (each a “Material Contract”): (i) Contracts restricting the payment of dividends upon, or the redemption, repurchase or conversion of, the Convertible Preferred Stock or the Common Stock issuable upon conversion thereof; (ii) joint venture, partnership, limited liability or other similar Contract or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) any Contract relating to the acquisition or disposition of any business, stock or assets that (x) is material to the business of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice, or (y) has representations, covenants, escrows, indemnities, purchase price payments, “earn-outs”, adjustments or other obligations that are still in effect; (iv) Contracts containing any covenant (x) limiting the right of the Company or any of its Subsidiaries to engage in any line of business or in any geographic area, or (y) prohibiting the Company or any of its Subsidiaries from engaging in business with any Person or levying a fine, charge or other payment for doing so; (v) “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, excluding any exhibits, schedules and annexes to such material contracts that are not required to be filed with the SEC, and those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to the Company and its Subsidiaries required to be filed with the SEC (the Material Contracts, together with any lease, binding commitment, option, insurance policy, benefit plan or other contract, agreement, instrument or obligation (whether oral or written) to which the Company or any of its Subsidiaries may be bound, the “Contracts”); (vi) Contracts relating to indebtedness for borrowed money of the Company or any of its Subsidiaries in an amount exceeding $250,000; (vii) Contracts (other than the Transaction Agreements) that would be or purport to be binding on the Purchasers or any of their Affiliates after the Closing; (viii) Contracts with any Governmental Entity that imposes any material obligation or restriction on the Company or any of its Subsidiaries, taken as a whole; and (ix) any material Contract with any current or former director, officer or employee, or with any HRG Affiliate. (b) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, on each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder or would result in the termination thereof or would cause or permit the acceleration or other change of any right or obligation of the loss of any benefit thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be in full force and effect and such breaches and defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Adverse Agreements, Etc No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

  • Material Contract “Material Contract” is defined in Section 3.9(a) of the Agreement.

  • Material Contracts; Defaults (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

  • Amendment of Material Documents No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, or (b) its charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

  • ENVIRONMENTAL DOCUMENTATION Each environmental service provided by the Engineer shall have a deliverable. Deliverables shall summarize the methods used for the environmental services, and shall summarize the results achieved. The summary of results shall be sufficiently detailed to provide satisfactory basis for thorough review by the State, The Federal Highway Administration (FHWA), and (where applicable) agencies with regulatory oversight. All deliverables shall meet regulatory requirements for legal sufficiency, and shall adhere to the requirements for reports enumerated in the State’s NEPA MOU. a. Quality Assurance/Quality Control Review For each deliverable, the Engineer shall perform quality assurance quality control (QA/QC) reviews of environmental documents and on other supporting environmental documentation to determine whether documents conform with: 1) Current Environmental Compliance Toolkit guidance published by the State’s Environmental Affairs Division and in effect as of the date of receipt of the documents or documentation to be reviewed; 2) Current state and federal laws, regulations, policies, guidance, agreements, and memoranda of understanding between the State and other state or federal agencies; and 3) FHWA and American Association of State Highway and Transportation Officials (AASHTO) guidelines contained in “Improving the Quality of Environmental Documents, A Report of the Joint AASHTO and American Council of Engineering Companies (ACEC) Committee in Cooperation with the Federal Highway Administration” (May 2006) for: DocuSign Envelope ID: F9E4AA24-4672-4529-8EFA-00D1CA218520 a) Readability, and b) Use of evidence and data in documents to support conclusions. Upon request by the State, the Engineer shall provide documentation that the QA/QC reviews were performed by qualified staff. b. Deliverables shall contain all data acquired during the environmental service. All deliverables shall be written to be understood by the public and must be in accordance with the State’s Environmental Toolkit guidance, documentation standards, current guidelines, policies and procedures. c. Electronic versions of each deliverable must be written in software which is compatible to the State and must be provided in a changeable format for future use by the State. The Engineer shall supplement all hard copy deliverables with electronic copies in searchable Adobe Acrobat™ (.pdf) format, unless another format is specified. Each deliverable shall be a single, searchable .pdf file that mirrors the layout and appearance of the physical deliverable. The Engineer shall deliver the electronic files on CD-R, CD-RW media in Microsoft Windows format, or through the ftp site. d. When the environmental service is to apply for a permit (e.g., United States Coast Guard (USCG) or United States Army Corps of Engineers (USACE), the permit and all supporting documentation shall be the deliverable. e. Submission of Deliverables 1) Deliverables shall consist of reports of environmental services performed in addition to a Categorical Exclusion (CE) determination form and supporting documentation including the required form or Environmental Assessment (EA) document, when applicable. 2) All deliverables must comply with all applicable state and federal environmental laws, regulations and procedures and include all items listed in the Environmental Document Review Checklist and the Administrative Completeness Review Checklist. 3) On the cover page of each environmental assessment (EA), finding of no significant impact (XXXXX), environmental impact statement (EIS), and record of decision (ROD) prepared under the authority granted by this MOU, and for any memorandum corresponding to any CE determination it makes, the Engineer shall insert the following language in a way that is conspicuous to the reader or include it in a CE project record: "The environmental review, consultation, and other actions required by applicable DocuSign Envelope ID: F9E4AA24-4672-4529-8EFA-00D1CA218520 Federal environmental laws for this project are being, or have been, carried-out by TxDOT pursuant to 23 U.S.C. 327 and a Memorandum of Understanding dated December 16, 2014, and executed by FHWA and TxDOT." f. The State shall provide the State’s and other agency comments on draft deliverables to the Engineer. The Engineer shall revise the deliverable: 1) to include any State commitments, findings, agreements, or determinations (e.g., wetlands, endangered species consultation, Section 106, or Section 4(f)), required for the Transportation Activity as specified by the State; 2) to incorporate the results of public involvement and agency coordination; 3) to reflect mitigation measures resulting from comments received or changes in the Transportation Activity; and 4) include with the revised document a comment response form (matrix) in the format provided by the State. g. All photographs shall be 3.5” x 5” color presentation printed on matte finish photographic paper or 3.5” x 5” color presentation printed on matte white, premium or photo quality laser or inkjet paper. All photographs shall be well focused and clearly depict details relevant to an evaluation of the project area. Provision of photographs shall be one original print of each image or electronic presentations of comparable quality. Comparable quality electronic photograph presentations shall be at least 1200 x 1600 pixel resolution. Photographs shall be attached to separately labeled pages that clearly identify project name, project identification (ID) number, address or Universal Transverse Mercator (UTM) of resource, description of the picture and direction of the photographic view. In addition to the hard-copy prints, an electronic version of each will be submitted with the same identification information as the hard-copy.

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