Notwithstanding Section 14. 9.1, Buyer shall have no right to terminate this Agreement under Section 14.9.1, if Seller (a) concurrently with its provision of the relevant Interconnection Study or interconnection agreement pursuant to Section 6.12.2, irrevocably agrees, as applicable, to pay to Buyer (i) the amount which Aggregate Network Upgrade Costs exceed the Network Upgrades Cap (“Excess Network Upgrade Costs”), such payment to be made, at Buyer’s election, either directly to the Transmission/Distribution Owner on behalf of Seller or to Buyer for transfer to the Transmission/Distribution Owner at the time due, and (ii) any costs for transmission services specified in Section 14.9.1.2, and (b) enters into an interconnection agreement that contains language requiring Seller to pay, without reimbursement from Buyer or any other Transmission/Distribution Owner, all Excess Network Upgrade Costs; provided that Buyer shall have a separate right to terminate this Agreement on Notice, which will be effective five (5) Business Days after such Notice is given to Seller, on or before the date that is ninety (90) days after FERC, CAISO, or any Transmission/Distribution Owner, as applicable, rejects Seller’s interconnection agreement, in whole or in part, or modifies Seller’s interconnection agreement, in any such case, in a manner that would make Seller unable to comply with the terms of Section 14.9.2(b). If Seller elects to pay, without reimbursement, for any Excess Network Upgrade Costs pursuant to this Section 14.9.2, in no event shall Seller have any interest in or rights or title to any Network Upgrades or Congestion Revenue Rights (as defined in the CAISO Tariff) in connection with the development of the Facility or the delivery of Product to Buyer pursuant to this Agreement.
Notwithstanding Section 14. 12.1 or any other provision of this Agreement (but subject to Section 14.12.2(d)), if any Lender is a Sanctioned Lender, then the applicable Borrowers (i) may, with the consent of Global Administrative Agent if a Default or Event of Default exists, and (ii) shall, promptly upon notice from Global Administrative Agent that any Law applicable to any Borrower or any Lender requires such action, prepay such Lender’s Loans, all accrued interest thereon and all other amounts payable to such Lender hereunder, in each case on a non-pro-rata basis, whereupon such Lender shall cease to have any rights or obligations hereunder (other than, to the extent permitted by applicable Law, with respect to rights and obligations that expressly survive the payment in full of the Obligations and the termination of this Agreement).
Notwithstanding Section 14. 1.1, T&D may assign this Agreement without the prior written consent of Seller in connection with (i) any restructuring, disaggregation, or divestiture involving the separation of any of the generation, transmission, or distribution functions of T&D into separate entities or the divestiture of all or a major portion of the assets of T&D which serve any one of such functions, provided that the assignee of this Agreement must be capable of performing T&D’s obligations under this Agreement; (ii) any acquisition, consolidation, merger, or other form of combination of T&D by or with any person or entity; (iii) the purchase, lease or other acquisition (in one or a series of transactions) of all or substantially all of the assets of any other person or entity;
Notwithstanding Section 14. 1.1, either Party may assign this Agreement without the prior written consent of the other Party as collateral security to any lenders, investors, or financial institutions in connection with any financing (including, without limitation, in any sale leaseback or leveraged leasing structure or tax equity investment) by the assigning Party and the non-assigning Party shall execute and deliver a consent to collateral assignment, estoppel certificates and opinions as may be reasonably requested by the lenders, investors, or financial institutions. Any reassignment of this Agreement by such lenders, investors, or financial institutions shall be subject to the assignee assuming all of the obligations of the assigning party under this Agreement, including, without limitation, the Credit Rating and security provisions of Article 5, as applicable. T&D shall execute and deliver estoppel certificates and opinions as may be reasonably requested by investors or financial institutions in connection with tax equity transactions in respect of the Facility, provided that Seller shall be responsible for all reasonable, documented costs of such requests. T&D acknowledges and agrees that any consent requested by Xxxxxx’s lenders, investors, or financial institutions shall include customary provisions reasonably requested by such lenders, investors, or financial institutions, including but not limited to: (i) providing notice to such lender, investor, or financial institution of a breach or default that could lead to an Event of Default by Seller; and (ii) T&D will allow such lender, investor, or financial institution to cure a Seller breach or default under the Agreement.
Notwithstanding Section 14. 3.1, Buyer shall have the right, in its sole discretion, to elect to take, on an HH basis, one or more Upstream FM Cargoes if Buyer provides notice of such election to Seller by the later of (i) forty-eight (48) hours of Seller providing notice pursuant to Section 14.3.2 claiming such LNG cargo(es) as Upstream FM Cargo(es) and (ii) five (5) Days prior to the applicable Delivery Window. If Buyer makes such election by such deadline, then (a) Seller shall not be excused, due to Upstream FM, from making available each such Upstream FM Cargo that Buyer has elected to take on an HH basis, (b) Buyer shall take and pay for each such Upstream FM Cargo and (c) the CSP (expressed in USD per MMBtu rounded to two decimal places) for each such Upstream FM Cargo for all purposes of this Agreement, including Sections 5.6 and 5.7, if applicable, shall be as follows: CSP = ([***] x HH) + US$[***]/MMBtu where:
Notwithstanding Section 14. 1.1, WC may assign this Agreement, in whole but not in part, at any time after the first anniversary of the Effective Date without the consent of, but with notice to, WSP. If WC makes any such assignment to a Third Party that could reasonably be expected to purchase materially lower volumes of the Products than the average volumes purchased by WC hereunder during the immediately preceding twelve (12) calendar months (as reasonably determined by WSP), WSP shall be entitled to adjust the Purchase Prices of the Products based upon the volumes of the Products that such assignee would reasonably be expected to purchase following such assignment to reflect WSP's fully-burdened manufacturing cost for production of Products following such assignment (assuming such lower volumes) plus 15%, all calculated consistent with the methodology used to determine the initial Purchase Prices on Schedule 3.1.1. Such Purchase Prices shall thereafter be subject to adjustment as provided in Section 3.1. Upon an assignment of this Agreement by WC, WSP may terminate this Agreement at any time after the earlier of (i) the second anniversary of such assignment (provided WSP has given the assignee at least 12 months' prior notice) and (ii) such time as there is a qualified Initial Alternate Manufacturer 33 39 pursuant to Article XII (provided WSP has given the assignee at least 12 months' prior notice).
Notwithstanding Section 14. 16.1 or anything to the contrary in this Agreement, in the event of (a) an acquisition of a Party or its business or assets by a Third Party (an “Acquirer”) or (b) an acquisition by a Party of the business or assets of a Third Party that includes any program(s) of the acquired Third Party that, but for this Section 14.16.2, would violate Section 10.5.1, which program(s) represent less than [**] percent ([**]%) of the value of the acquired business or assets (an “Acquired Business”), in each case of (a) and (b) whether by merger, asset purchase or otherwise, then (i) as to any such Acquirer, the non-acquired Party shall not obtain rights, licenses, options or access to any Patent Rights, Know-How or products that are held by the Acquirer or any Affiliate of the Acquirer that becomes an Affiliate of the acquired Party as a result of such acquisition and that were not generated through any use or access to the Know-How or Patent Rights of the acquired Party and are not used by the acquired Party in connection with a Licensed Product; and (ii) as to any such Acquirer or Acquired Business, the Acquirer or Acquired Business and any Affiliate of the Acquirer or Acquired Business that becomes an Affiliate of the acquired or acquiring Party as a result of such acquisition shall not be subject to the restrictions in Section 10.5.1 as to programs for products of that such Acquirer, Acquired Business or Affiliate of such Acquirer or Acquired Business in existence prior to the closing date of such acquisition, or for the subsequent development and commercialization of such products following the closing date of such acquisition.
Notwithstanding Section 14. 1(a), but subject to the rights of any Holder of any Membership Interest set forth in a Membership Interest Designation, the Managers shall have the power, without the vote of the Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
Notwithstanding Section 14. 1(a), this Agreement shall not be amended without (i) the consent of each Partner materially adversely affected if such amendment would (1) convert a Limited Partner’s Interest in the Partnership into a General Partner Interest, (2) modify the limited liability of a Limited Partner in a manner materially adverse to such Limited Partner, (3) alter rights of such Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6 (except as permitted pursuant to Section 4.2) in a manner materially adverse to such Partner, or (4) amend this Section 14.1(b) or (ii) the consent of each Partner materially adversely affected and, until the earlier of (1) the Incumbent GP or its Affiliates no longer owning Class C Common Units and (2) the Company or the Partnership exercising their Call Right as set forth in the Side Letter, the consent of the Incumbent GP, if such amendment would materially adversely and disproportionately affect the Class C Common Unitholders, relative to the Class A Common Unitholders or Class B Common Unitholders; provided, however, that the consent of each Partner materially adversely affected or of the Incumbent GP, as applicable, shall not be required for any amendment or action that affects all Partners holding Common Units or the same class or series of Partnership Units other than Common Units on a uniform or pro rata basis. Any amendment consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner.
Notwithstanding Section 14. 1, (a) TNP may assign its rights and delegate its performance under this Contract to an affiliate so long as such affiliate has the legal ability. the financial capability and the technical experience necessary- to perform the obligations of TNP under this Contract and (b) Cap Rock may assign its rights and delegate its performance under this Contract together but not separately to a wholly-owned subsidiary of Cap Rock provided that Cap Rock provides a guaranty to TNP of the subsidiary's obligations on terms and in a form reasonably acceptable to TNP.
