Seller Conditions Precedent. Subject to the expiry of the applicable grace periods set out below, the obligation of the Seller to sell and deliver the Aircraft on the terms and conditions set out in this Agreement is conditional upon satisfaction in full, on the Delivery Date, of the following conditions, each in form and substance satisfactory to the Seller:
Seller Conditions Precedent. 5.1.1 The obligation of the Seller to sell or, as the case may be, to procure that the Owner sells the Aircraft shall be subject to fulfilment of the Seller Conditions Precedent set out in Schedule 4, on or prior to the date for fulfilment of such Seller Conditions Precedent (except to the extent that the Seller agrees in writing in its absolute discretion to waive or defer any such condition).
5.1.2 The Seller Conditions Precedent have been inserted for the benefit of the Seller and may be waived in writing, in whole or in part and with or without conditions, by the Seller without prejudicing the right of the Seller to receive fulfilment of such conditions, in whole or in part, at any time thereafter.
Seller Conditions Precedent. Subject to Clause 3.4, the Seller shall have satisfied or shall have caused to have satisfied the Conditions Precedent in Part A of Schedule 9 - by the Target CP Satisfaction Date.
Seller Conditions Precedent. The Seller shall only be obliged to sell and deliver the Aircraft to the Buyer if each of the Seller Conditions Precedent has been satisfied (or waived or deferred pursuant to clause 3.2) on or before Delivery.
Seller Conditions Precedent. The obligations of Seller hereunder are subject to the fulfillment or waiver of each of the following conditions upon the earliest to occur of June 14, 2002 or the Closing Date:
Seller Conditions Precedent. Seller shall have received each of the following documents and evidence, on or prior to Delivery, subject to any additions in Part I, point 7A of the Purchase Agreement:
Seller Conditions Precedent. The obligations of Seller under this Agreement in respect of an Aircraft are subject to the following conditions precedent being fulfilled to the satisfaction of, or waived by, Seller:
(a) Seller being satisfied that Airframe Manufacturer has received the Purchase Price;
(b) copies of the Relevant Documents and each Transaction Document duly executed by the parties thereto other than Seller in respect of such Aircraft;
(c) a corporate certificate of Purchaser and/or Purchaser Nominee (as applicable) signed by an authorised officer to which is attached complete and up to date copies of:
(i) the constitutional documents of Purchaser and/or Purchaser Nominee (as applicable); and
(ii) the resolutions of the board of directors of Purchaser and/or Purchaser Nominee (as applicable) approving the transactions contemplated by the Relevant Documents and authorising one or more persons to sign those of the Relevant Documents to which Purchaser and/or Purchaser Nominee (as applicable) is a party;
(d) a customary legal opinion from counsel in the jurisdiction of incorporation of Purchaser and if applicable, the relevant Purchaser Nominee in form and substance reasonably satisfactory to Seller covering the enforceability against Purchaser and if applicable, the relevant Purchaser Nominee of this Agreement and any other Relevant Document to which it is a party in respect of such Aircraft;
(e) a process agent letter from Purchaser and the relevant Purchaser Nominee’s process agent as designated in Clause 17.2(d) of this Agreement confirming acceptance of its appointment.
(f) Seller being satisfied that Delivery of such Aircraft will not give rise to any Taxes for which it is or may be responsible;
(g) such Aircraft being at the Delivery Location at the Effective Time on the Delivery Date;
(h) the representations and warranties on the part of Purchaser contained in Clause 9.3 (Representations and Warranties of Purchaser) being true and accurate on and as of Delivery with reference to the facts and circumstances existing as of Delivery;
(i) on the Delivery Date no Total Loss or Material Damage shall have occurred with respect to such Aircraft; and
(j) Seller being satisfied (i) that such Aircraft conforms to the description set forth in the Specification and (ii) with the proposed arrangements for rectification of any defects with respect to such Aircraft pursuant to the Pre-delivery Procedure and the Manufacturer Commitment Letter;
(k) subject to Clause 8.3 (Mitigation), o...
Seller Conditions Precedent. Seller’s obligations to deliver Net Energy and Capacity to Buyer from the Generating Facility under this Agreement shall be subject to the satisfaction or waiver of the conditions precedent listed below. Seller shall make commercially reasonable efforts to ensure that all such conditions precedent are satisfied by [Date]. In the event any of the conditions listed below are not satisfied or waived in writing by Seller by such date, either Party shall have the right to terminate this Agreement, without any liability or further obligation to the other Party as a result of such termination, by notice at any time within ten (10) Business Days following such failure to satisfy the condition. These conditions are as follows:
(i) Seller and the Buyer entering into an Interconnection Agreement for the Generating Facility which shall (i) not require Seller to incur any costs above [$XX,XXX] for interconnection beyond the Point of Delivery, and (ii) provide for the installation and energization of the Generating Facility within a time that will permit Seller to place the Generating Facility in service in time to claim the ITC for the Generating Facility;
(ii) Seller receiving all Permits and Governmental Approvals for the Generating Facility in form and substance satisfactory to Seller; and
(iii) Xxxxxx and Xxxxx entering into mutually agreeable lease arrangements for the Site.
Seller Conditions Precedent. The obligation of the Purchaser to purchase the Business Undertaking from the Seller on the Closing Date in accordance with the terms of this Agreement is subject to the fulfillment of the conditions listed in Part C of Schedule L (Joint Conditions Precedent) (“Joint Conditions Precedent”) by the Parties and the following conditions (“Seller Conditions Precedent”) by the Seller, any one or more of which may be waived in writing by the Purchaser (in whole or in part), conditionally or unconditionally, at its sole discretion but subject to Applicable Law:
(a) all the conditions precedent set out in Part A of Schedule L (Seller Conditions Precedent) having been fulfilled to the satisfaction of the Purchaser;
(b) the Seller Fundamental Warranties being true and correct and not misleading in all respects as of the Closing Date, except for matters Fairly Disclosed in the updates to the Disclosed Materials; Provided that only events or circumstances approved by the Purchaser in accordance with Clause 6 shall constitute a disclosure against a Seller Fundamental Warranties; and
(c) No Material Adverse Effect has taken place.
Seller Conditions Precedent. Company’s obligation to purchase electric energy and/or capacity from Seller pursuant to this Agreement, and any and all obligations of Company which are ancillary to that purchase, are contingent upon the following Conditions Precedent: Following the Execution Date. Within sixty (60) days after the PUC Submittal Date, Seller shall submit to Company the then available detailed design materials and specifications for the Facility generally described in Attachment A (Facility Description) and Attachment B (Facility Owned by Seller), including but not limited to the prime mover(s), generator(s), main step-up transformer(s), condenser(s), Fuel handling equipment, electric energy storage equipment, as applicable, reasonably demonstrating to Company's satisfaction that the Facility, if constructed, operated and maintained pursuant to such design materials and in accordance with Good Engineering and Operating Practices, can be reasonably expected to have a useful life at least equal to the Initial Term.
