Rig Contract. The Sellers shall have entered into a contract (the “RIG Contract”) with a capable, creditworthy contractor reasonably acceptable to the Buyers providing for the completion of work necessary for the applicable Transferred Companies to be fully compliant with the telemetry (i) requirements that are contained within Appendix E of each of the CREST PPAs and within the CAISO Obligations (as defined in the CREST PPAs) and (ii) requirements that, as of the Effective Date, have been requested of the applicable Transferred Companies by SCE or California Independent System Operator, all on a fixed-price, turnkey basis, having a guaranteed work completion date of not later than August 15, 2015, and otherwise containing terms and conditions reasonably satisfactory to the Buyers.
Rig Contract. There is no (i) default in any material respect on the part of GES under the Rig Contract or (ii) to GES’s Knowledge, default in any material respect on the part of the other party or parties under the provisions of the Rig Contract. The Rig Contract is valid, binding and in full force and effect and is enforceable by GES in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (2) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
Rig Contract. There is no (i) default in any material respect on the part of RAC under the Rig Contract or (ii) to RAC’s Knowledge, default in any material respect on the part of the other party or parties under the provisions of the Rig Contract. The Rig Contract is valid, binding and in full force and effect and is enforceable by RAC in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (2) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
Rig Contract. (a) At the Closing, Seller will cause (i) the Longhorn Entity that currently owns the rig and allocated inventory associated with such rig (collectively, the “Transferred Rig”) that is the subject of the Contract listed as item 13on Schedule 3.13(a)(i) to transfer and convey all of such Longhorn Entity’s right, title and interest in such Transferred Rig to Seller or one of its Affiliates (other than a Longhorn Entity), (ii) such Longhorn Entity to assign all of such Longhorn Entity’s rights and obligations under such Contract to Seller or one of its Affiliates (other than a Longhorn Entity) and such assignee to assume all of such obligations and upon such assignment and assumption such Longhorn Entity will have no further obligations thereunder. All documentation relating to such transactions shall be subject to Buyer’s prior review and approval not to be unreasonably withheld.
