Right to Control Proceedings for Third Sample Clauses

Right to Control Proceedings for Third. Party Claims 15 6.5 Mitigation; Treatment of Indemnification 16 6.6 Exclusive Remedy 16 ARTICLE 7 MISCELLANEOUS 17 7.1 Guarantee 17 7.2 Entire Agreement 17 7.3 Notices 17 7.4 Successors and Assigns 17 7.5 Jurisdiction; Service of Process; Waiver of Jury Trial 18 7.6 Headings; Construction; and Interpretation 20 7.7 Further Assurances 20 7.8 Amendment and Waiver 20 7.9 No Other Beneficiaries 20 7.10 Governing Law 20 7.11 Schedules 20 7.12 Limitation of Representation and Warranties 20 7.13 Counterparts 21 7.14 Severability 21 7.15 Limit on Damages 21 7.16 Specific Performance 21 APPENDIX A-1: GENERAL DEFINITIONS 1 APPENDIX A-2: RULES OF CONSTRUCTION 1 LIST OF APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired Interests; Ownership Structure; and Wind Project Information Appendix D Documents and Key Counterparties LIST OF SCHEDULES Schedule 2.5 Seller Consents and Approvals Schedule 2.12 Matters Relating to the Acquired Interests, the Project Company and the Wind Project Schedule 3.5 Purchaser Consents and Approvals Schedule 4.1(a) Seller’s Pre-Closing Covenants Schedule 6.4(b) Control of Defense of Third Party Claims PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 19, 2014, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Pattern Renewables LP, a Delaware limited partnership (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto. RECITALS
Sample 1
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Right to Control Proceedings for Third. Party Claims 16 6.5 Mitigation; Treatment of Indemnification 17 6.6 Exclusive Remedy 17 ARTICLE 7 MISCELLANEOUS 18 7.1 Entire Agreement 18 7.2 Notices 18 7.3 Successors and Assigns 18
Sample 1
Right to Control Proceedings for Third. Party Claims 16
Sample 1
Right to Control Proceedings for Third. Party Claims 15 6.5 Mitigation; Treatment of Indemnification 16 6.6 Exclusive Remedy 16 ARTICLE 7 MISCELLANEOUS 17 7.1 Guarantee 17 7.2 Entire Agreement 17 7.3 Notices 17 7.4 Successors and Assigns 17 7.5 Jurisdiction; Service of Process; Waiver of Jury Trial 18 7.6 Headings; Construction; and Interpretation 20 7.7 Further Assurances 20 7.8 Amendment and Waiver 20 7.9 No Other Beneficiaries 20 7.10 Governing Law 20 7.11 Schedules 20 7.12 Limitation of Representation and Warranties 20 7.13 Counterparts 21 7.14 Severability 21 7.15 Limit on Damages 21 7.16 Specific Performance ii 21
Sample 1

Related to Right to Control Proceedings for Third

  • Retention of Records, Right to Monitor and Audit (a) CONTRACTOR shall maintain all required records for three (3) years after the COUNTY makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California.

  • Termination of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Issuer, the Trustee and the Owners of Bonds shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

  • Contract Remedies and Early Termination 15 9.1 CONTRACT REMEDIES 15 9.2 TERMINATION FOR CONVENIENCE 16 9.3 TERMINATION FOR CAUSE 16 9.4 COSTS 16

  • No Legal Proceedings No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby.

  • Proceedings with Respect to Certain Assets and Liabilities (a) In connection with any investigation, proceeding or other matter with respect to any asset or liability of the Failed Bank retained by the Receiver, or any asset of the Failed Bank acquired by the Receiver pursuant to this Agreement, the Assuming Institution shall cooperate to the extent reasonably required by the Receiver.

  • Legal Proceedings Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • LIMITATION OF REMEDIES AND LIABILITY A. SM is solely responsible for all maintenance services that SM performs. HP is not liable for any damage to HP Products repaired by SM, whether in or out of warranty. In addition, HP is not responsible for the quality or punctuality of repairs made by SM.

  • CONTROL; OWNERSHIP; LEGAL PROCEEDINGS The Applicant shall immediately notify the District and Comptroller’s office in writing of any actual or anticipated change in the control or ownership of the Applicant and of any legal or administrative investigations or proceedings initiated against the Applicant related to the project regardless of the jurisdiction from which such proceedings originate.

  • Grant Remedies Termination and Prohibited Activities 18 9.1 Remedies 18 9.2 Termination for Convenience 19 9.3 Termination for Cause 19

  • No Third Party Beneficiaries; Disclaimer of Agency 28.1 This Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing herein expressed or implied shall create or be construed to create any Third Party beneficiary rights hereunder. This Agreement shall not provide any Person not a party hereto with any remedy, claim, liability, reimbursement, cause of action, or other right in excess of those existing without reference hereto.

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