Notice of Sale of Facility Sample Clauses

Notice of Sale of Facility. If Seller or an Affiliate of Seller desire to sell the Facility during the Term, either by a sale of the Facility’s assets or by a direct or indirect transfer of the membership interest(s) in Seller, Seller shall first, before it or its Affiliate enters into any substantive discussions with other parties, notify PGE of its desire to sell the Facility. PGE agrees to notify Seller if it is interested in acquiring the Facility within twenty (20) days following receipt of Seller’s notice. If PGE so notifies Seller, the Parties shall engage in exclusive good faith negotiations to reach agreement with respect to such a transaction for a period of ninety (90) days thereafter. If during this period the Parties execute a letter of intent, or other document similarly confirming the Parties’ intent to enter into a transaction for the purchase and sale of the Facility, then such exclusive negotiation period shall be automatically extended for an additional ninety (90) day period, during which time the Parties may execute a purchase and sale agreement for the Facility. Any purchase and sale agreement executed within the time frame stated in this Section 2.4 shall remain subject to regulatory approval beyond such time frame, as applicable. Seller may pursue any transaction for the sale of the Facility with one or more third parties at any time and from time to time and shall have no obligation to PGE under this Section 2.4 following an occurrence of any of the following: (i) PGE expressly declines interest in acquiring the Facility after receipt of Seller’s notice provided pursuant to the first sentence of this Section 2.4, (ii) PGE fails to respond to Seller’s notice pursuant to the first sentence of this Section 2.4, within twenty (20) days after receipt thereof; (iii) PGE and Seller fail to execute a letter of intent or other similar document with respect to the sale of the Facility within ninety (90) days after PGE’s receipt of notice from Seller provided pursuant to the first sentence of this Section 2.4; or (iv) PGE and Seller fail to execute a purchase and sale agreement for the Facility within one hundred eighty (180) days after PGE’s receipt of notice from Seller provided pursuant to the first sentence of this Section 2.4; provided, however, that with respect to clause (iv), if Seller rejects a firm price delivered by PGE in the course of such negotiations, any sale of the Facility to a third party during the subsequent two (2)-year period must be at a price hi...
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Notice of Sale of Facility. If Seller or an Affiliate of Seller desire to sell the Facility during the Term, either by a sale of the Facility’s assets or by a direct or indirect transfer of the membership interest(s) in Seller, Seller shall first, before it or its Affiliate enters into any substantive discussions with other parties, notify PGE of its desire to sell the Facility. PGE agrees to notify Seller if it is interested in acquiring the Facility within twenty (20) days following receipt of Seller’s notice. If PGE so notifies Seller, the Parties shall engage in exclusive good faith negotiations to reach agreement with respect to such a transaction for a period of ninety (90) days thereafter. If during this period the Parties execute a letter of intent, or other document similarly confirming the Parties’ intent to enter into a transaction for the purchase and sale of the Facility, then such exclusive negotiation period shall be automatically extended for an additional ninety‌
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Notice of Sale of Facility. In the event that Seller desires to sell the Facility during the Term of this Agreement, or if at the end of the Term, Seller intends to continue to sell the output from the Facility, Seller shall provide prior written Notice of the same to ASPA, and agrees to engage in good faith discussion with ASPA if ASPA desires to purchase the Facility.
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Related to Notice of Sale of Facility

  • Notice of Agreement 1. The Institutions agree to provide a copy of this Agreement, with any amendments, to the Maryland Higher Education Commission.

  • Request for clarification of the report 1. Within 10 days of the release of the report, either of the disputing Parties may submit a written request to the Panel, a copy of which shall be sent to the other Party, for clarification of any items the Party considers requires further explanation or definition. 2. The Panel shall respond to the request within 10 days following the submission of such request. The clarification of the Panel shall only be a more precise explanation or definition of the original contents of the report, and not an amendment of such report. 3. The filing of this request for clarification will not postpone the effect of the Panel report nor the deadline for compliance of the adopted decision, unless the Panel decides otherwise.

  • Form and substance of requests for assistance 1. Requests pursuant to this Protocol shall be made in writing. They shall be accompanied by the documents necessary to enable compliance with the request. When required because of the urgency of the situation, oral requests may be accepted, but must be confirmed in writing immediately.

  • Sale of Note The Note or a partial interest in the Note, together with this Security Instrument, may be sold or otherwise transferred one or more times. Upon such a sale or other transfer, all of Lender’s rights and obligations under this Security Instrument will convey to Xxxxxx’s successors and assigns.

  • Notification of Acceptance of General Offer of Terms Upon execution of Exhibit “E”, General Offer of Terms, Subscribing LEA shall provide notice of such acceptance in writing and given by personal delivery, or e-mail transmission (if contact information is provided for the specific mode of delivery), or first-class mail, postage prepaid, to the designated representative below. The designated representative for notice of acceptance of the General Office of Privacy Terms is: Name: Title: Contact Information:

  • EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Agreement shall not be effective or enforceable until it is approved and signed by the State Controller or its designee (hereinafter called the “Effective Date”), but shall be effective and enforceable thereafter in accordance with its provisions. The State shall not be liable to pay or reimburse Contractor for any performance hereunder or be bound by any provision hereof prior to the Effective Date.

  • Suspension or Debarment Instructions Instructions for Certification 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participants,” “person,” “primary covered transaction,” “principal,” “proposal” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction” without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment.

  • Waiver of FOIA Request The defendant waives all of his rights, whether asserted directly or by a representative, to request or receive from any department or agency of the United States any records pertaining to the investigation or prosecution of this case including, without limitation, any records that may be sought under the Freedom of Information Act, 5 U.S.C. § 552, or the Privacy Act of 1974, 5 U.S.C. § 552a.

  • Notification of Acceptance of General Offer of Privacy Terms Upon execution of Exhibit “E”, General Offer of Privacy Terms, Subscribing LEA shall provide notice of such acceptance in writing and given by personal delivery, or e-mail transmission (if contact information is provided for the specific mode of delivery), or first-class mail, postage prepaid, to the designated representative below. The designated representative for notice of acceptance of the General Offer of Privacy Terms is: Name: Xxxxx Xxxxxxxx Title: Technology Director Contact Information: xxxxx.xxxxxxxx@xxxxxxxxx.x00.xx.xx (000)000-0000 xxx 000

  • PROCLAMATION OF SALE, CONDITIONS OF SALE AND MEMORANDUM OF SALE All contents in the Proclamation of Sale and this Conditions of Sale are to be read together and shall be part of the Memorandum of Sale.

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