POWER PURCHASE AND SALE. The Seller shall agree to operate the power plant within the available capacity of equipment and in accordance with standards and technical regulations of the electricity industry. The Seller shall not be liable for direct damages to the Purchaser as caused by Seller’s provision of insufficient electric power, which is not the Seller’s fault. If no Purchaser’s written consent is reached when the Seller reduces the electric power sold for the purpose of power sale to the third parti(es) or shall not use electricity for other purposes rather than producing power for sale to the Purchaser.

POWER PURCHASE AND SALE. (1) Tariff for sale of power by Generating Company to UPCL UPCL shall accept and purchase all power made available to UPCL‟s system either directly or through transmission licensee‟s system, from the Generating Company facility at the generic/project specific tariffs under the provisions of RE Regulations, as amended from time to time by the Commission. All taxes, duties and other levies imposed by the Central/State Government or other local authorities directly relating to generation shall be borne and payable by the Generating Company, while those relating to sale of electricity, shall be borne and payable by UPCL. (2) Tariff for Sale of Electricity by UPCL to Generating Company. The rate applicable for supply of electricity by UPCL to the Generating Company shall be in accordance with the provisions of the RE Regulations based on whether the purchase of electricity by the Generating Company is for startup purpose or withdrawal of power in excess of banked power described in sub-subclause (a) and Clause 8 respectively given below: (a) Purchase of Electricity by the Plant/Start up Power. Generating Company may, who is not a consumer of the distribution licensee, purchase electricity from a distribution licensee or other generating company in case his plant is not in a position to generate electricity to meet the requirement of his own use or for start up and consequently power is required to be drawn from distribution system. Provided that such purchase of electricity, from a distribution licensee, shall be charged as per the tariff determined by the Commission for temporary supply under appropriate „Rate Schedule of tariff‟ for Industrial Consumers considering maximum demand during the month as the contract demand for that month. Fixed/Demand charges for that month shall payable for the number of days during which such supply is drawn. Such person shall, however, be exempted from payment of monthly minimum charges or monthly minimum consumption guarantee charges or any other charges. Provided also that in case of purchase of power though a trader or a generating company, rate shall be as mutually agreed however, transmission and wheeling charges shall be payable as per relevant orders of the Commission.

POWER PURCHASE AND SALE. 1.1 Seller hereby agrees to sell to Edison and Edison hereby agrees to Purchase from Seller at the Point of Interconnection, the Energy delivered by Seller to Edison hereunder. 1.1.1 Seller shall begin delivery of Energy on or before the expected date of Firm Operation. Such Energy shall be paid for by Edison pursuant to the terms and conditions of this Agreement and its Appendices. 1.1.2 If at any time Energy can be physically delivered to Edison and Seller is contesting the claimed jurisdiction of any entity which has not issued a license or other approval for the Project, Seller at its sole discretion and risk shall have the right to deliver said Energy to Edison and shall receive payment from Edison for said Energy only, pursuant to payment provisions in this Part III. However, unless and until all required licenses an approvals have been obtained, Seller may discontinue deliveries at any time. 1.2 Seller shall sell to Edison and Edison shall purchase from Seller an amount of Contract Capacity as specified under Section 2.1, Part I or such Contract Capacity as adjusted pursuant to Section 1.2.2 below. 1.2.1 Such Contract Capacity shall be paid for by Edison pursuant to the terms and conditions of this Agreement and its Appendices. 1.2.2 Seller shall demonstrate the ability to provide Edison the specified Contract Capacity within 30 days of the date of Firm Operation in a manner pursuant to Sections 11.2.2 and 11.2.3

POWER PURCHASE AND SALE. 13.1 Seller hereby agrees to sell to Edison, and Edison hereby agrees to accept and purchase from Seller, all Net Energy delivered by Seller to Edison hereunder at the Point of Interconnection regardless of economic dispatch or hydro-spill consideration. Edison may interrupt or reduce such deliveries due to scheduled or Forced Outages, Emergencies, and uncontrollable forces only. During any such interruption or reduction, Edison shall continue to make capacity payments to the Seller pursuant to Sections 15.7.2 and 15.7.3. 13.1.1 Seller shall begin delivery of Net Energy on or before the Date of Firm Operation. 13.1.2 If at any time, Seller can physically deliver Net Energy to Edison while it is contesting the claimed jurisdiction of any entity which has not issued a license or other approval for the Project, Seller, at its sole discretion and risk, shall have the right to deliver Net Energy to Edison. Edison shall pay Seller for Net Energy pursuant to Section 14. However, unless and until all required licenses and approvals have been obtained, Seller may discontinue deliveries at any time, at no cost or liability to Seller. 13.1.3 In the event there has been an interruption or reduction in the deliveries of Net Energy pursuant to Section 5 and during such period Seller makes deliveries, with notice to Edison, of Net Energy to the Interconnecting Utility which are subsequently delivered to Edison pursuant to schedules agreed upon by Edison and the Interconnecting Utility, Edison shall notify Seller of such scheduled deliveries within thirty (30) business days of such scheduled deliveries, Edison shall pay Seller for such Net Energy at the price applicable at the time of scheduled delivery to Edison. In the event of an interruption or reduction in the deliveries of Net Energy pursuant to Section 5 and the Interconnecting Utility is either unable or unwilling to accept such Net Energy, the Seller may sell such Net Energy to a third party. During any such sale of Net Energy to a third party, Edison shall continue to make capacity payments to the Seller pursuant to Sections 15.7.2 and 15.7.3. 13.2 Seller shall sell to Edison, and Edison shall purchase from Seller, Capacity as specified in Section 2.1 or Capacity as adjusted pursuant to Section 13.3. 13.3 Seller may, with Edison's approval, which shall not be unreasonably withheld, increase the amount of Capacity. Edison shall pay for such additional Capacity at a rate equal to current Capacity Price for the rem...

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Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.
Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.
Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.
Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.
Purchase and Sale; Purchase Price 2.1 Subject to the terms and conditions herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller the Property herein described. The total purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”). 2.2 The Purchase Price, less the Deposit (as hereinafter defined), shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds. 2.3 Within two (2) business days following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Deposit.
Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.
Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C-1 (the “Series A Warrants”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares (as defined in Section 1.3 below) issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, (ii) Series J Warrants, in substantially the form attached hereto as Exhibit C-2 (the “Series J Warrants”), to purchase the number of shares of Common Stock equal to one hundred percent (100%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser, provided that such Purchaser purchases Notes for a purchase price equal to or greater than Two Million Dollars ($2,000,000) pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto, and (iii) Series B Warrants, in substantially the form attached hereto as Exhibit C-3 (the “Series B Warrants” and, together with the Series A Warrants and the Series J Warrants, the “Warrants”), to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of Conversion Shares issuable upon conversion of the Notes purchased by each Purchaser pursuant to the terms of this Agreement, as set forth opposite such Purchaser’s name on Exhibit A hereto. The Warrants shall expire five (5) years following the Closing Date, except for the Series J Warrants, which shall expire nine (9) months following the Closing Date. Each of the Warrants shall have an exercise price per share equal to the Warrant Price (as defined in the applicable Warrant).
Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.
Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.
Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

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