Sale of Geo-Thermal System Sample Clauses

Sale of Geo-Thermal System. (a) Pursuant to the Construction Contract, the Developer will be responsible for ensuring that the Project has an appropriate and functioning heating and cooling system that complies with all applicable Law, all Development Approvals and each New APS. (b) Pursuant to the Settlement Approval Order, the Developer has been granted a first priority Court ordered charge against the proceeds of sale from the existing Geo-thermal System if repaired and commissioned by the Developer pursuant to the Construction Contract (the “Craft Collateral”), as security for the payment of the documented Geo-thermal System Costs and/or any Craft Loan advanced to fund Geo-thermal System Costs (“Geo-thermal Loan”). (c) Craft will market and sell the right to operate and, if legally possible and available, own the Geo-thermal System through a marketing process and upon terms and conditions satisfactory to the Construction Receiver and the Developer or as otherwise approved by the Court in the UC Receivership Proceedings (“Geo-thermal System Marketing Process”). The proceeds from any sale of the right to operate or own the Craft Collateral (the “Geo-thermal System Proceeds”) shall be applied as follows: (i) first, to be credited against (without duplication) the documented Geo-thermal System Costs and/or any Geo-thermal Loan; and (ii) the balance, if any, to payment of costs and claims in accordance with the priorities set out in the Waterfall. (d) The Owner and Construction Receiver acknowledge that the Developer does not represent or warrant that the right to operate and/or own the Geo-thermal System will be saleable. If the right to operate and/or own the Geo-thermal System is not sold through the Geo-thermal Marketing Process: (i) the Construction Receiver shall be entitled to dispose of the Geo-thermal System as it may determine in its discretion (or as may be approved by the Court in the UC Receivership Proceedings) including by conveying to the Condominium Corporation the Geo-thermal System for an approximate purchase price of $800,000 as contemplated in the draft form of declaration establishing the Condominium proposed to be approved by the Purchaser Package Approval Order; and (ii) the full amount of the documented Geo-thermal System Costs and/or any Geo-thermal Loan shall be payable to the Developer in accordance with the priorities set out in the Waterfall.
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