Common use of Procurement of Project Contracts Clause in Contracts

Procurement of Project Contracts. (a) As part of the Work, including any post-Closing Work, Seller shall be responsible for procuring and providing, or causing to be procured and provided, all Project Contracts in accordance with the applicable terms of this Agreement. (b) Without limiting Section 5.3, Section 20.16, or Section 20.18, prior to entering into any Project Contract that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract (or any amendment, waiver, or other modification to such Project Contract), Seller shall (i) provide Buyer with a complete and accurate copy of such Project Contract (or such amendment, waiver, or other modification), (ii) provide Buyer with a reasonable opportunity to review and comment on such Project Contract (or such amendment, waiver, or other modification) and consider in good faith timely comments from Buyer on such Project Contract (or such amendment, waiver, or other modification), and (iii) not enter into such Project Contract (or such amendment, waiver, or other modification) without the prior approval of Buyer, which may be provided or not provided in its sole and absolute discretion prior to the FNTP Date and thereafter may not be unreasonably withheld, conditioned, or delayed, and which shall be deemed given if Buyer fails to object by written notice delivered to Seller within twenty (20) Business Days after Seller requests such approval prior to the FNTP Date and within ten (10) Business Days after the FNTP Date. Seller shall use commercially reasonable efforts to obtain prior to FNTP all material Contracts required or reasonably expected to be transferred to Buyer pursuant to this Agreement, including the Contracts specified in Section 5.5Section 5.5(c). (c) With respect to each Project Contract entered into by Seller in connection with or relating to the Project after the Effective Date that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract, Seller shall cause (i) each such Project Contract to permit Seller to freely assign, transfer, and/or convey such Project Contract to Buyer without the Consent of any Person, or (ii) each counterparty to each such Project Contract to consent to the assignment, transfer, and/or conveyance of such Project Contract to Buyer at the Closing. No such assignment, transfer, conveyance, or consent shall require that Buyer or any Affiliate of Buyer enter into a new Contract with the counterparty to such Project Contract (or any other Person), make any payment to such counterparty (or any other Person), or provide any other additional consideration to such counterparty (or any other Person) as a condition to the effectiveness of such assignment, transfer, and/or conveyance.

Procurement of Project Contracts. (a) As part of the Work, including any post-Closing Work, Seller shall be responsible for procuring and providing, or causing to be procured and provided, all Project Contracts in accordance with the applicable terms of this Agreement. (b) Without limiting Section 5.3, Section 20.16, or Section 20.18, prior to entering into any material Project Contract that will Seller believes in good faith would reasonably be expected to become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract (or any amendment, waiver, amendment or other modification to such material Project Contract), Seller shall shall (i) provide Buyer with a complete and accurate copy of such material Project Contract (or such amendment, waiver, amendment or other modification), (ii) provide Buyer with a reasonable opportunity to review and comment on such material Project Contract (or such amendmentamendment or modification), waiver, or other modification) and consider in good faith timely comments from Buyer on such material Project Contract (or such amendment, waiver, amendment or other modification), and (iii) not enter into such material Project Contract (or such amendment, waiver, amendment or other modification) without the prior approval of Buyer, which may be provided or not provided in its sole and absolute discretion prior to the FNTP Date and thereafter may shall not be unreasonably withheld, conditioned, or delayed, and which shall be deemed given if Buyer fails to object by written notice delivered to Seller within twenty (20) Business Days after Seller requests such approval prior to the FNTP Date and within ten (10) Business Days after the FNTP Date. Seller shall use commercially reasonable efforts to obtain prior to FNTP all material Contracts required or reasonably expected to be transferred to Buyer pursuant to this Agreement, including the Contracts specified in Section 5.5Section 5.5(c). (c) With respect to each Project Contract entered into by Seller in connection with or relating to the Project after the Effective Date that will become is reasonably expected to be a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract, Seller shall cause use commercially reasonable efforts to (i) cause each such Project Contract to permit Seller to freely assign, transfer, and/or convey such Project Contract to Buyer without the Consent of any Person, or (ii) cause each counterparty to each such Project Contract to consent to the assignment, transfer, and/or conveyance of such Project Contract to Buyer at after the Closing. No such assignmentClosing Date, transferin each case including, conveyancefor the avoidance of doubt, or consent shall require without any requirement that Buyer or any Affiliate of Buyer enter into a new Contract with the counterparty to such Project Contract (or any other Person), make any payment to such counterparty (or any other Person), or provide any other additional new consideration to such counterparty (or any other Person) as a condition to the effectiveness of such assignment, transfer, and/or conveyance.

Procurement of Project Contracts. (a) As part of the Work, including any post-Closing Work, Seller shall be responsible for procuring and providing, or causing to be procured and provided, all Project Contracts in accordance with the applicable terms of this Agreement. (b) Without limiting Section 5.3, Section 20.16, or Section 20.18, prior to entering into any Project Contract that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract (or any amendment, waiver, or other modification to such Project Contract), Seller shall (i) provide Buyer with a complete and accurate copy of such Project Contract (or such amendment, waiver, or other modification), (ii) provide Buyer with a reasonable opportunity to review and comment on such Project Contract (or such amendment, waiver, or other modification) and consider in good faith timely comments from Buyer on such Project Contract (or such amendment, waiver, or other modification), and (iii) not enter into such Project Contract (or such amendment, waiver, or other modification) without the prior approval of Buyer, which may be provided or not provided in its sole and absolute discretion prior to the FNTP Date and thereafter may not be unreasonably withheld, conditioned, or delayed, and which shall be deemed given if Buyer fails to object by written notice delivered to Seller within twenty (20) Business Days after Seller requests such approval prior to the FNTP Date and within ten (10) Business Days after the FNTP Date. Seller shall use commercially reasonable efforts to obtain prior to FNTP all material Contracts required or reasonably expected to be transferred to Buyer pursuant to this Agreement, including the Contracts specified in Section 5.5Section 5.5(c). (c) With respect to each Project Contract entered into by Seller in connection with or relating to the Project after the Effective Date that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract, Seller shall cause use commercially reasonable efforts to (i) cause each such Project Contract to permit Seller to freely assign, transfer, and/or convey such Project Contract to Buyer without the Consent of any Person, or (ii) cause each counterparty to each such Project Contract to consent to the assignment, transfer, and/or conveyance of such Project Contract to Buyer at after the ClosingClosing Date. No such assignment, transfer, conveyance, or consent shall require that Buyer or any Affiliate of Buyer enter into a new Contract with the counterparty to such Project Contract (or any other Person), make any payment to such counterparty (or any other Person), or provide any other additional consideration to such counterparty (or any other Person) as a condition to the effectiveness of such assignment, transfer, and/or conveyance.

Procurement of Project Contracts. (a) As part of the Work, including any post-Closing Work, Seller shall be responsible for procuring and providing, or causing to be procured and provided, all Project Contracts in accordance with the applicable terms of this Agreement. (b) Without limiting Section 5.3, Section 10.1, Section 20.16, or Section 20.18, prior to entering into any Project Contract that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract or that contains a Transferred Closing Warranty or Transferred Post-Closing Warranty (or any amendment, waiver, or other modification to such Project Contract), Seller shall (i) provide Buyer with a complete and accurate copy of such Project Contract (or such amendment, waiver, or other modification) as may be redacted for price and other commercially confidential terms (so long as such redactions would not adversely impact Buyer’s understanding of ongoing rights (including rights under any Transferred Closing Warranty or Transferred Post-Closing Warranty) and obligations upon transfer of such Transferred Closing Project Contract, Transferred Post-Closing Project Contract or Project Contract that contains a Transferred Closing Warranty or Transferred Post-Closing Warranty), (ii) provide Buyer with a reasonable opportunity to review and comment on such Project Contract (or such amendment, waiver, or other modification) and consider in good faith timely comments from Buyer on such Project Contract (or such amendment, waiver, or other modification), and (iii) not enter into such Project Contract (or such amendment, waiver, or other modification) without the prior approval of Buyer, which may be provided or not provided in its sole and absolute discretion prior to the FNTP Date and thereafter may not be unreasonably withheld, conditioned, or delayed, and which shall be deemed given if Buyer fails to object by written notice delivered to Seller within twenty (20) Business Days after Seller requests such approval prior to the FNTP Date and within ten (10) Business Days after the FNTP Date. Seller shall use commercially reasonable efforts to obtain prior to FNTP all material Contracts required or reasonably expected to be transferred to Buyer pursuant to this Agreement, including the Contracts specified in Section 5.5Section 5.5(c7.2(a). (c) With respect to each Project Contract entered into by Seller in connection with or relating to the Project after the Effective Date that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract, Seller shall cause (i) each such Project Contract to permit Seller to freely assign, transfer, and/or convey such Project Contract to Buyer without the Consent of any Person, or (ii) each counterparty to each such Project Contract to consent to the assignment, transfer, and/or conveyance of such Project Contract to Buyer at the Closing. No such assignment, transfer, conveyance, or consent shall require that Buyer or any Affiliate of Buyer enter into a new Contract with the counterparty to such Project Contract (or any other Person), make any payment to such counterparty (or any other Person), or provide any other additional consideration to such counterparty (or any other Person) as a condition to the effectiveness of such assignment, transfer, and/or conveyance.

Procurement of Project Contracts. ‌ (a) As part of the Work, including any post-Closing Work, Seller shall be responsible for procuring and providing, or causing to be procured and provided, all Project Contracts in accordance with the applicable terms of this Agreement. (b) Without limiting Section 5.3, Section 20.16, or Section 20.18, prior to entering into any Project Contract that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract (or any amendment, waiver, or other modification to such Project Contract), Seller shall (i) provide Buyer with a complete and accurate copy of such Project Contract (or such amendment, waiver, or other modification), (ii) provide Buyer with a reasonable opportunity to review and comment on such Project Contract (or such amendment, waiver, or other modification) and consider in good faith timely comments from Buyer on such Project Contract (or such amendment, waiver, or other modification), and (iii) not enter into such Project Contract (or such amendment, waiver, or other modification) without the prior approval of Buyer, which may be provided or not provided in its sole and absolute discretion prior to the FNTP Date and thereafter may not be unreasonably withheld, conditioned, or delayed, and which shall be deemed given if Buyer fails to object by written notice delivered to Seller within twenty (20) Business Days after Seller requests such approval prior to the FNTP Date and within ten (10) Business Days after the FNTP Date. Seller shall use commercially reasonable efforts to obtain prior to FNTP all material Contracts required or reasonably expected to be transferred to Buyer pursuant to this Agreement, including the Contracts specified in Section 5.5Section 5.5(c). (c) With respect to each Project Contract entered into by Seller in connection with or relating to the Project after the Effective Date that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract, Seller shall cause (i) each such Project Contract to permit Seller to freely assign, transfer, and/or convey such Project Contract to Buyer without the Consent of any Person, or (ii) each counterparty to each such Project Contract to consent to the assignment, transfer, and/or conveyance of such Project Contract to Buyer at the Closing. No such assignment, transfer, conveyance, or consent shall require that Buyer or any Affiliate of Buyer enter into a new Contract with the counterparty to such Project Contract (or any other Person), make any payment to such counterparty (or any other Person), or provide any other additional consideration to such counterparty (or any other Person) as a condition to the effectiveness of such assignment, transfer, and/or conveyance.

Procurement of Project Contracts. (a) As part of the Work, including any post-Closing Work, Seller shall be responsible for procuring and providing, or causing to be procured and provided, all Project Contracts in accordance with the applicable terms of this Agreement. (b) Without limiting Section 5.3, Section 20.16, or Section 20.18, prior to entering into any Project Contract that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract (or any amendment, waiver, or other modification to such Project Contract), Seller shall (i) provide Buyer with a complete and accurate copy of such Project Contract (or such amendment, waiver, or other modification), (ii) provide Buyer with a reasonable opportunity to review and comment on such Project Contract (or such amendment, waiver, or other modification) and consider in good faith timely comments from Buyer on such Project Contract (or such amendment, waiver, or other modification), and (iii) not enter into such Project Contract (or such amendment, waiver, or other modification) without the prior approval of Buyer, which may be provided or not provided in its sole and absolute discretion prior to the FNTP Date and thereafter may not be unreasonably withheld, conditioned, or delayed, and which shall be deemed given if Buyer fails to object by written notice delivered to Seller within twenty (20) Business Days after Seller requests such approval prior to the FNTP Date and within ten (10) Business Days after the FNTP Date. Seller shall use commercially reasonable efforts to obtain prior to FNTP all material Contracts required or reasonably expected to be transferred to Buyer pursuant to this Agreement, including the Contracts specified in Section 5.5Section 5.5(c). (c) With respect to each Project Contract entered into by Seller in connection with or relating to the Project after the Effective Date that will become a Transferred Closing Project Contract or a Transferred Post-Closing Project Contract, Seller shall cause (i) cause each such Project Contract to permit Seller to freely assign, transfer, and/or convey such Project Contract to Buyer without the Consent of any Person, or (ii) cause each counterparty to each such Project Contract to consent to the assignment, transfer, and/or conveyance of such Project Contract to Buyer at after the ClosingClosing Date. No such assignment, transfer, conveyance, or consent shall require that Buyer or any Affiliate of Buyer enter into a new Contract with the counterparty to such Project Contract (or any other Person), make any payment to such counterparty (or any other Person), or provide any other additional consideration to such counterparty (or any other Person) as a condition to the effectiveness of such assignment, transfer, and/or conveyance.