Ownership and Equity Funding Sample Clauses

Ownership and Equity Funding. (a) The Parties acknowledge that the Project capital cost is approximately $152 million based on current projections and that approximately $43 million of such cost is to be funded as base equity capital ("Base Equity") and approximately $109 million in third-party limited recourse debt. The Parties agree that Cogen shall contribute 7.25%, Capco shall contribute 2% and Coastal SP shall contribute 90.75% of the total Base Equity required for the Project. The Lenders have required, pursuant to the Shareholders' Direct Agreement, that the obligation to provide unfunded Base Equity be supported by letters of credit ("Base Equity L/C's"). The Lenders have also required, among other things, (i) equity support for cost overruns during the construction period in the form of irrevocable and unconditional letters of credit ("Cost Overrun L/C"), (ii) equity support during the operational period in the form of irrevocable and unconditional letters of credit ("Restoration Reserve L/C"), and (iii) equity support during the operational period in the form of debt service reserve letters of credit ("Debt Service Reserve L/C") (the Cost Overrun L/C, Restoration Reserve L/C, and the Debt Service Reserve L/C being collectively referred to as the "Equity Support L/C's"). After the Closing Date, Coastal SP shall provide 92.751 of Base Equity, Cogen shall provide 7.25% of Base Equity and each of Coastal SP and Cogen shall provide Base Equity L/C's in amounts equal to $26,004,898 (in the case of Coastal SP) and $2,032,728 (in the case of Cogen) pursuant to the Shareholders' Direct Agreement. In addition to providing its share of Base Equity and the Base Equity L/C, as described in the foregoing sentence and subject to Section 1.2(b), each of Coastal SP and Cogen shall be required to provide Equity Support L/C's through irrevocable and unconditional letters of credit acceptable to the Lenders in amounts equal to 90.75% (in the case of Coastal SP) and 9.25% (in the case of Cogen) of the aggregate amount of each Equity Support L/C that is required to be provided by the Shareholders pursuant to the Shareholders Direct Agreement except that Coastal SP shall provide 100% of the Cost Overrun L/C in an amount equal to $11,500,000. Capco has contributed 2% of the Base Equity through recognition of certain capitalized development costs and will not be required to provide any Base Equity L/C or any Equity Support L/Cs. Subject to Section 1.2(b), each Party shall be required to provide its e...
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Related to Ownership and Equity Funding

  • Ownership and Return The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own information to the Disclosing Party) claims ownership of its Confidential Information in the possession of the Receiving Party. Upon the expiration or termination of this Agreement, and at the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of the Receiving Party, except that the Receiving Party may retain one copy of the Confidential Information in the possession of its legal counsel solely for the purpose of monitoring its obligations under this Agreement.

  • Ownership and Control The Performance Guarantor shall continue to own, directly or indirectly, 100% of the issued and outstanding Capital Stock and other equity interests of the Servicer, each Originator and the Borrower. Without limiting the generality of the foregoing, the Performance Guarantor shall not permit the occurrence of any Change in Control.

  • Ownership and Liens The Borrower and each Subsidiary have title to, or valid leasehold interests in, all of their properties and assets, real and personal, including the properties and assets and leasehold interest reflected in the financial statements referred to in Section 4.04 (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower or any Subsidiary and none of their leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement.

  • Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Ownership and Use (a) The Company is the legal and beneficial owner of all the Intellectual Property Rights listed in parts 1 and 3 of schedule 4.

  • Equity Ownership All issued and outstanding Capital Securities of the Borrower and each of its Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than those in favor of the Bank, if any. As of the date hereof, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of the Borrower and each of its Subsidiaries.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • OWNERSHIP AND VALIDITY Licensee acknowledges Index Providers’ ownership of the entire right, title and interest in and to the Indexes and Marks and Licensee’s use shall inure to the sole benefit of the applicable Index Provider.

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