Obligations of Seller Related to PPAs Sample Clauses

Obligations of Seller Related to PPAs. (a) Notwithstanding any other provision of this Agreement, it is the intention of the Parties and it is agreed that all of Buyer’s obligations under the PPAs that relate to the preparation of each relevant Site and the installation and commissioning of each Facility will be performed by the Seller on behalf of the Buyer as separate obligations of the Seller under this Agreement (which obligations are parallel and equivalent to the obligations of the Buyer under the PPAs). Accordingly, Seller shall perform those obligations under this Agreement in a manner that is consistent with and enables performance of all such obligations of the Buyer under the PPAs. (b) The Seller shall (i) undertake its obligations in accordance with this Agreement so as to enable Buyer to fulfill its obligations under the PPAs that relate to the preparation of each relevant Site and the installation, commissioning, maintenance and operation of each Facility; and (ii) in performing its obligations under this Agreement, not cause Buyer to be in breach of its obligations under the PPAs in relation to the Bloom Systems and BOF or interfere with, hinder or disrupt Buyer’s performance of its obligations under the PPAs. (c) The Parties acknowledge that other provisions of this Agreement may contain some of the same obligations of Seller as those under this Article IIIA.
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Obligations of Seller Related to PPAs. (a) Notwithstanding any other provision of this Agreement, it is the intention of the Parties and it is agreed that all of Buyer’s obligations under the PPAs that relate to the preparation of each relevant Site and the installation and commissioning of each Facility will be performed by the Seller on behalf of the Buyer as separate obligations of the Seller under this Agreement (which obligations are parallel and equivalent to the obligations of the Buyer under the PPAs). Accordingly, Seller shall perform those obligations under this Agreement in a manner that is consistent with and enables performance of all such obligations of the Buyer under the PPAs. (b) The Seller shall (i) undertake its obligations in accordance with this Agreement so as to enable Buyer to fulfill its obligations under the PPAs that relate to the preparation of each relevant Site and the installation, commissioning, maintenance and operation of each Facility; and (ii) in performing its obligations under this Agreement, not cause Buyer to be in breach of its obligations under the PPAs in relation to the Bloom Systems and BOF or interfere with, hinder or disrupt Buyer’s performance of its obligations under the PPAs and the Loan Agreement. (c) The Parties acknowledge that other provisions of this Agreement may contain some of the same obligations of the Seller as those under this Section 4.8. (d) Without affecting the generality of Sections 4.8(a) and 4.8(b), Seller shall perform on behalf of Buyer all of Buyer’s obligations as they relate to the preparation of each relevant Site and the purchase, installation, commissioning, maintenance and operation of all parts of each Facility under each of the following clauses of each PPA1: (i) Section 1.2 – requirements for site layout and modifications for installation, as agreed with the PPA Customer; (ii) Section 1.3(a) – requirement for the Buyer to relocate the systems to an alternative site; (iii) Section 1.4 – requirement for removal of Bloom Systems; (iv) Section 2.3, 5.1 and 5.2 – administration and billing including any State Incentive Program management; (v) Section 3.2 – metering installation and maintenance obligations; (vi) Sections 3.3 and 4.5 – natural gas interconnection infrastructure obligations; (vii) Section 7.1(a) – health and safety obligations; (viii) Section 9.3 – the requisite standards applicable to installation of the system;
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Related to Obligations of Seller Related to PPAs

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Performance of Obligations of Seller Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Conditions to the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

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