Purchaser’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Purchaser to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: Seller’s representations and warranties are true and correct as of Closing in all material respects except for Seller’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; Seller has performed its obligation in all material respects; No laws or final orders restrict the Proposed Transaction; All of Purchaser’s Consents have been obtained and are in full force and effect; All of Seller’s closing deliverables have been provided; The Project Contracts and schedules support achievement of the Commercial Operation Date (as defined in the EPC Agreement) on or prior to the Commercial Operation Deadline (as defined in the EPC Agreement); The Project has achieved Availability Completion (as defined in the EPC Agreement) and, if applicable, ESS Availability Completion (as defined in the EPC Agreement); The Project has not, in whole or in part, been synchronized to the electric transmission system; Seller has provided documentation satisfactory to Purchaser with respect to qualification for any applicable tax credits; Seller’s Parent Guaranty is in full force and effect; Any objections to title and survey matters have been cured to Purchaser’s reasonable satisfaction; There are no Seller Material Adverse Effects; and The required Project permits have been issued.
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Purchaser’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Purchaser to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: Seller’s representations and warranties are true and correct as of Closing in all material respects except for Seller’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; Seller has performed its obligation in all material respects; No laws or final orders restrict the Proposed Transaction; All of Purchaser’s Consents have been obtained and are in full force and effect; All of Seller’s closing deliverables have been provided; The Project Contracts and schedules support achievement of the Commercial Operation Date (as defined in the EPC Agreement) on or prior to the Commercial Operation Deadline (as defined in the EPC Agreement); The Project has achieved Availability Completion (as defined in the EPC Agreement) and, if applicable, ESS Availability Completion (as defined in the EPC Agreement); The Project has not, in whole or in part, been synchronized to the electric transmission system; Seller has provided documentation satisfactory to Purchaser with respect to qualification for any applicable tax credits; Seller’s Parent Guaranty is in full force and effect; Any objections to title and survey matters have been cured to Purchaser’s reasonable satisfaction; There are no Seller Material Adverse Effects; and The required Project permits have been issued.
Appears in 1 contract
Samples: Build Transfer Agreement
Purchaser’s Conditions Precedent to Closing. The Build Transfer Agreement will contain certain conditions precedent required for Purchaser to Close which are customary and appropriate for a transaction of this type and scale, including, among other things: • Seller’s representations and warranties are true and correct as of Closing in all material respects except for Seller’s fundamental representations and warranties and representations and warranties qualified by a materiality standard, which will be true and correct in all respects; • Seller has performed its obligation in all material respects; • No laws or final orders restrict the Proposed Transaction; • All of Purchaser’s Consents have been obtained and are in full force and effect; • All of Seller’s closing deliverables have been provided; • The Project Contracts and schedules support achievement of the Commercial Operation Date (as defined in the EPC Agreement) on or prior to the Commercial Operation Deadline (as defined in the EPC Agreement); • The Project has achieved Availability Completion (as defined in the EPC Agreement) and, if applicable, ESS Availability Completion (as defined in the EPC Agreement); ) and Purchaser has agreed to achievement of the same;3 • The Project has not, in whole or in part, been synchronized to the electric transmission system; • Seller has provided documentation satisfactory to Purchaser with respect to qualification for any applicable tax credits; • Seller’s Parent Guaranty is in full force and effect; • Any objections to title and survey matters have been cured to Purchaser’s reasonable satisfaction; • There are no Seller Material Adverse Effects; and • The required Project permits Permits have been issued.
Appears in 1 contract
Samples: Build Transfer Agreement
