Purchase and Sale of Project Sample Clauses

Purchase and Sale of Project. The Recipient hereby sells to the State Water Board and the State Water Board hereby purchases from the Recipient the Project. Simultaneously therewith, the Recipient hereby purchases from the State Water Board, and the State Water Board hereby sells to the Recipient, the Project in accordance with the provisions of this Agreement. All right, title and interest in the Project shall immediately vest in the Recipient on the date of execution and delivery of this Agreement without further action on the part of the Recipient or the State Water Board.
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Purchase and Sale of Project. At the Closing, subject to the terms and conditions of this Agreement, including satisfaction (or waiver by the Party entitled thereto) of the conditions precedent to Closing set forth in Articles 12 and 13, Seller will sell, convey, assign, transfer and deliver, and Purchaser will purchase and acquire from Seller, free and clear of any Liens or encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the Project and the Project Assets, including the following: the assembled photovoltaic panels, inverters, mounting system, combiners, meteorological and performance monitoring instruments, control panels and other Project Equipment; the Interconnection Facilities, including those items described on Schedule 3.1.2; all equipment, facilities, inventory, machinery, engines, goods, supplies, furniture, fixtures, keys, furnishings, tools, spare parts, computer hardware, software and other tangible personal property relating to the operation of the Project, and all warranties and guarantees, express or implied, existing for the benefit of Seller in connection with the foregoing, including those items listed on Schedule 3.1.3; the Initial Spare Parts, including those listed on Schedule 3.1.4; all real property interests and real property leasehold interests required for or associated with the ownership or operation of the Project, including the Project Site, the Additional Real Property and the other items listed on Schedule 3.1.5, together with all improvements, structures and fixtures thereon, and all easements, privileges, rights-of-way, lands underlying any adjacent streets or roads, appurtenances, licenses and other rights pertaining to or accruing to the benefit of such property, subject only to Permitted Encumbrances; all Permits associated with or necessary for the development, construction, ownership or operation of the Project and all pending applications therefor or renewals thereof, including those Permits listed on Schedule 3.1.6 ( subject to Section 10.1.3); all Consents associated with or necessary for the development, ownership or operation of the Project and all pending applications therefor or renewals thereof, including those Consents listed on Schedule 3.1.7; all intellectual property rights associated with the Project or required for the ownership or operation of the Project, including licenses, patents, trademarks, copyrighted materials, know-how, trade secrets, confidential or proprietary information...
Sample 1
Purchase and Sale of Project. 20 3.1 Purchase and Sale of Project 20 3.2 Excluded Assets 21 3.3 Excluded Liabilities 21 3.4 Purchase Price and Payment 21 3.5 Purchase Price Reductions for Performance Shortfalls 22 3.5.1 Guaranteed Power Output 22 3.5.2 Guaranteed Expected Energy Production 22 3.6 Allocation of Purchase Price 22 ARTICLE 4 CLOSING 22 4.1 Closing 22 4.2 Deliveries at Closing 22 4.2.1 Deliveries by Seller 22 4.2.2 Deliveries by Purchaser 24 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER 25 5.1 Transaction Representations 25 5.1.1 Organization and Existence 25 5.1.2 Execution, Delivery and Enforceability 25 5.1.3 No Violation 25 5.1.4 No Consents 26 5.2 Compliance with Laws 26 5.3 Permits and Consents 26 5.4 Litigation 27 5.5 Zoning and Condemnation 27 5.6 Brokers 27 5.7 Bankruptcy 27 5.8 Financial Statements 28 5.9 Absence of Certain Changes 28 5.10 Assets 28 5.10.1 Real Property Rights; Title Insurance 28 5.10.2 Condemnation or Other Proceedings 28 5.10.3 Equipment and Other Personal Property 28 5.10.4 Intellectual Property 29 5.10.5 Title to Assets 29 5.11 Assigned Agreements 29 5.12 Environmental Permits 30 5.13 Environmental Legal Compliance 30 5.14 Utilities 31 5.15 Project Construction and Condition 31 5.16 No Third Party Options 31 5.17 Taxes 31 5.18 Sufficiency of Project Assets 32 5.19 Accuracy of Information 32 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER 32 6.1 Transaction Representations 32 6.1.1 Organization and Existence 32 6.1.2 Execution, Delivery and Enforceability 33 6.1.3 No Violation 33 6.1.4 No Consents 33 6.2 Litigation 33 6.3 Brokers 33 ARTICLE 7 SELLER COVENANTS 34 7.1 Access and Investigation 34 7.2 Conduct, Preservation and Completion of the Project 34 7.3 Restrictions on Certain Actions 34 7.4 Required Permits and Consents 34 7.5 Permits, Consents and Agreements; Post Closing 35 7.6 Payment of Liabilities 35 7.7 Notification 35 7.8 Payment of Prevailing Wages 36 7.9 Union Labor 36 7.10 Labor Disputes 36 7.11 Insurance 36 7.11.1 Workers’ Compensation and Employers’ Liability 36 7.11.2 Commercial General Liability 37 7.11.3 Commercial Automobile Liability 37 7.11.4 Excess/Umbrella Liability Insurance 37 7.11.5 Seller’s Pollution Liability 38 7.11.6 Builders’ All Risk Property Insurance 38 7.11.7 Professional Liability Insurance 38 7.11.8 Additional Insurance Provisions 39 7.11.9 Form and Content 39 7.12 Publicity 39 7.13 No Negotiation 40 7.14 Best Efforts 40 7.15 Further Assurances; Post-Closing Assignments 40 7.16 ITC 40 ARTICLE 8 PR...
Sample 1
Purchase and Sale of Project. PAYMENTS 4 Section 4.01. Purchase and Sale of Project. 4 Section 4.02. Installment Payments. 5 Section 4.03. Reserve Fund Payment. 6 Section 4.04. Obligation Absolute. 6 Section 4.05. Nature of Agreement. 6 ARTICLE V PREPAYMENT OF INSTALLMENT PAYMENTS; DISCHARGE 7 Section 5.01. Prepayment of Installment Payments. 7 Section 5.02. Notice. 7 Section 5.03. Discharge of Obligations. 7 ARTICLE VI COVENANTS 8 Section 6.01. Compliance with Master Agreement. 8 Section 6.02. Compliance with Installment Purchase Agreement. 8 Section 6.03. Protection of Security and Rights. 8 Section 6.04. Indemnification of Corporation. 8 Section 6.05. Further Assurances. 9 Section 6.06. Tax Covenants. 9 Section 6.07. Continuing Disclosure. 9
Sample 1
Purchase and Sale of Project. The District hereby purchases from the Corporation, and the Corporation hereby sells to the District, the Project in accordance with the provisions of this Installment Purchase Agreement. Upon the Closing Date, all of the Corporation’s remaining interest in the Project, if any, shall be transferred to and vest in the District, without the necessity of any additional document or transfer. Nothing herein shall require the Corporation to perform any obligations of any purchaser with respect to any contract or purchase order with respect to the Project. The District acknowledges and agrees that the Corporation makes no representation or warranty, express or implied, as to the Project, except as expressly set forth in this Installment Purchase Agreement. The District acknowledges that all risks relating to the Project or the transactions contemplated hereby or by the Trust Agreement are to be borne by the District, and the benefits of any and all implied warranties and representations of the Corporation are hereby waived by the District.
Sample 1
Purchase and Sale of Project. The Agency hereby sells to the SWRCB and the SWRCB hereby purchases from the Agency the Project. Simultaneously therewith, the Agency hereby purchases from the SWRCB, and the SWRCB hereby sells to the Agency, the Project in accordance with the provisions of this Agreement. All right, title and interest in the Project shall immediately vest in the Agency on the date of execution and delivery of this Agreement without further action on the part of the Agency or the SWRCB.
Sample 1
Purchase and Sale of Project. In consideration for the Series 2018A Installment Payments as set forth in Section 4.2, the Authority agrees to sell, and hereby sells, to the Agency, and the Agency agrees to purchase, and hereby purchases, from the Authority, the Project at the purchase price specified in Section 4.1 hereof and otherwise in the manner and in accordance with the provisions of this Installment Purchase Agreement.
Sample 1
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Related to Purchase and Sale of Project

  • Purchase and Sale of Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • 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 Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 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 Subsection 2.2.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • SALE OF PROPERTY If the Premises is sold, the Tenant is to be notified of the new Owner, and if there is a new Manager, their contact details for repairs and maintenance shall be forwarded. If the Premises is conveyed to another party, the new owner: (check one) ☐ - Has the right to terminate this Agreement by providing days’ notice to the Tenant. ☐ - Does not have the right to terminate this Agreement.

  • The Closing The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

  • Purchase and sale of Contracted Capacity 4.3.1 Subject to the terms and conditions of this Agreement, the SPD undertakes to sell to SECI and SECI undertakes to pay Tariff for all the energy supplied at the Delivery Point corresponding to the Contracted Capacity.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

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