Terms of System Purchase Sample Clauses

Terms of System Purchase. On the Transfer Date (a) Owner shall surrender and transfer to User all of Owner’s right, title and interest in and to the System, and the Environmental Attributes arising on or after the Transfer Date, and shall retain all liabilities arising from or related to the System and the Environmental Attributes prior to the Transfer Date, (b) User shall pay the Purchase Price, by certified check, bank draft or wire transfer and shall assume all liabilities arising from or related to the System and the Environmental Attributes from and after the Transfer Date, and (c) both Parties shall (i) execute and deliver a xxxx of sale and assignment of contract rights containing such representations, warranties, covenants and other terms and conditions as are usual and customary for a sale of assets similar to the System, together with such other conveyance and transaction documents as are reasonably required to fully transfer and vest title to the System, and the Environmental Attributes in User, and (ii) deliver ancillary documents, including releases, resolutions, certificates, third person consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the System and the Environmental Attributes to User.
Sample 1Sample 2
AutoNDA by SimpleDocs
Terms of System Purchase. On the Transfer Date: (a) System Owner shall surrender and transfer to Host Customer all of System Owner’s right, title, and interest in and to the System and System Assets as of the Transfer Date, free and clear of any Liens, and shall retain all liabilities arising from or related to the System and System Assets before the Transfer Date; (b) Host Customer shall pay the Purchase Price, by certified check, bank draft or wire transfer, and shall assume all liabilities arising from or related to the System from and after the Transfer Date; and
Sample 1Sample 2
Terms of System Purchase. On the Transfer Date: (a) System Owner shall surrender and transfer to Host Customer all of System Owner’s right, title, and interest in and to the System and System Assets as of the Transfer Date, free and clear of any Liens, and shall retain all liabilities arising from or related to the System and System Assets before the Transfer Date; (b) Host Customer shall pay the Purchase Price, by certified check, bank draft or wire transfer, and shall assume all liabilities arising from or related to the System from and after the Transfer Date; and (c) both Parties shall (i) execute and deliver a xxxx of sale and assignment of warranties, together with such other conveyance and transaction documents as are reasonably required to fully transfer and vest title to the System and System Assets in Host Customer, and (ii) deliver ancillary documents, including releases, resolutions, certificates, third-party consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the System and System Assets as is to Host Customer. Upon such execution and delivery of the foregoing documents and payments, this Agreement will terminate, and Host Customer will own the System, System Assets, and all Environmental Financial Incentives and Green Attributes relating to the System.
Sample 1
Terms of System Purchase. On the Transfer Date: (a) Seller shall surrender and transfer to Purchaser all of Seller’s right, title and interest in and to all System and shall retain all liabilities arising from or related to the System Assets prior to the Transfer Date; (b) Purchaser shall pay the Purchase Price, by certified check, bank draft or wire transfer and shall assume all liabilities arising from or related to the System from and after the Transfer Date; and (c) both Parties shall (i) execute and deliver a bill of sale and assignment of contract rights, including an assignment of any Solar Facilities Lease in a form reasonably acceptable to both Parties; provided, however, the System Assets shall be conveyed to Purchaser in their then “AS-IS” condition, without any representations or warranties from Seller, expressed or implied, including, without limitation, any warranties of merchantability, fitness or any other condition thereof for any particular purpose, and (ii) deliver such other conveyance and transaction documents and any other ancillary documents, including releases, resolutions, certificates, third person consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the System to Purchaser.
Sample 1
Terms of System Purchase. If Buyer exercises the Purchase Option or Early Purchase Option then no later than thirty (30) Business Days following the conclusion of the Exercise Period (a) Seller shall surrender and transfer to Buyer (i) all of Seller’s right, title and interest in and to all System Assets free of liens and encumbrances, (ii) the right and title to all future Environmental Attributes and Energy Output, and (iii) the assignment of related agreements and warranties as provided in Section 13.6, (b) Buyer shall pay to Seller an amount equal to the Final Determination of the System Purchase Price, by certified check, bank draft or wire transfer and shall assume all liabilities arising from or related to the System Assets from and after the Transfer Date, and (c) both Parties shall execute and deliver a bill of sale and assignment of contract rights containing such representations, warranties, covenants and other terms and conditions as are usual and customary for a sale of assets similar to the System, together with such other conveyance and transaction documents as are reasonably required to fully transfer and vest title to the System Assets in Buyer, and deliver ancillary documents, including releases, resolutions, certificates, third person consents and approvals and such similar documents as may be reasonably necessary to complete the sale of the System Assets to Buyer.
Sample 1

Related to Terms of System Purchase

  • Terms of Sale The Purchase Price for all Partnership Interests purchased pursuant to Section 8.5 or Section 8.6 shall be paid at the Closing in immediately available United States funds; provided, however: (a) If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partnership elects to pay the Purchase Price in Class A Shares, the Partnership shall deliver to the Selling Partner or Former Partner such number of Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in Class A Shares, divided by (B) the Applicable Class A Closing Price Average; provided, however, that if the Partnership owns Class A Shares of more than one Company, the Partnership must deliver Class A Shares of each such Company in the same proportion as the Partnership’s ownership of Class A Shares of such Companies prior to such purchase; and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of Class A Shares. (b) If the purchaser is a Partner, such Partner, at its election, may pay its portion of the Purchase Price in Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partner elects to pay the Purchase Price in Class A Shares of a Company, such Partner shall deliver to the Selling Partner or Former Partner such number of Class A Shares of that Company as shall be equal to the quotient of (A) the portion of the Purchase Price payable in Class A Shares of that Company, divided by (B) the Applicable Class A Closing Price Average (and the Partner may pay with Class A Shares of more than one Company in which event this calculation shall be made with respect to the Class A Shares of each Company whose Class A Shares are being used for payment); and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of Class A Shares.

  • System Description The wet detention basin is designed to trap 80% of sediment in runoff and maintain pre-development downstream peak flows. The basin has two forebays (smaller ponds) located at the low end of two grass xxxxxx. In addition to runoff conveyance, the grass xxxxxx also allow infiltration and filtering of pollutants, especially from smaller storms. The forebays are each 4 feet deep. They are connected to the main pool by 18 and 24-inch metal pipes that outlet onto a rock chute. The forebays will trap coarse sediments in runoff, such as road sands, thus reducing maintenance of the main basin. The main pool will trap the finer suspended sediment. To do this, the pond size, water level and outlet structures must be maintained as specified in this Agreement (see Figures 1, 2 and 3). The main basin receives runoff from a 67.1 acre drainage area (41.2 acres within the subdivision and 25.9 acres off-site drainage coming from the east). During high rainfall or snow melt events, the water level will temporarily rise and slowly drain down to the elevation of the control structure. The water level is controlled by a 12-inch concrete pipe extending through the berm in the northwest corner of the basin (see Figures 1 and 3). On the face of the 12-inch pipe, there is metal plate with a 3-inch drilled hole (orifice) with stone in front of it. This orifice controls the water level and causes the pond to temporarily rise during runoff events. Washed stone (1- 2” diameter) is placed in front of the orifice to prevent clogging. High flows may enter the grated concrete riser or flow over the rock lined emergency spillway. “As-built” construction drawings of the basin, showing actual dimensions, elevations, outlet structures, etc. will be recorded as an addendum(s) to this agreement within 60 days after [Municipality Name] accepts verification of construction from the project engineer.

  • Terms of Use The Clean Energy Council Limited (CEC) owns all intellectual property rights in the Solar PV Sale and Installation Agreement (Agreement).

  • Service Level Agreement 6.1 NCR Voyix will use commercially reasonable efforts to make the Service available to you at or above the Availability Rate set forth at xxxxx://xxx.xxx.xxx/support/aloha-sla. If NCR Voyix does not meet the Availability Rate, you are entitled to request a service-level credit subject to the terms of this Agreement. This credit is calculated as a percentage of the monthly recurring bill (or monthly pro rata share of billing, if billing does not occur monthly) for the Service for the month in which the Availability Rate was not met. The Availability Rate is determined by: (a) dividing the total number of valid outage minutes in a calendar month by the total number of minutes in that month; (b) subtracting that quotient from 1.00; (c) multiplying that difference by 100; and (d) rounding that result to two decimal places in accordance with standard rounding conventions. The number of outage minutes per day for a given service is determined by the lesser of the number of outage minutes. 6.2 Unavailability due to other conditions or caused by factors outside of NCR Voyix’s reasonable control will not be included in the calculation of the Availability Rate. Further, the following are expressly excluded from the calculation of the Availability Rate: (a) service unavailability affecting services or application program interfaces that are not used by you; (b) cases where fail-over to another data center is available but not utilized; (c) transient time-outs, required re-tries, or slower-than-normal response caused by factors outside of NCR Voyix’s reasonable control; (d) Scheduled Downtime, including maintenance and upgrades; (e) force majeure; (f) transmission or communications outages outside the NCR Voyix- controlled environment; (g) store-level down-time caused by factors outside of NCR Voyix’s reasonable control; (h) outages attributable to services, hardware, or software not provided by NCR Voyix, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services; (i) use of the Service in a manner inconsistent with the documentation for the application program interface or the NCR Voyix Product; (j) your Point of Sale (“POS”) failure or the failure to properly maintain the POS environment, including updating the POS firmware or version of the software running on the POS as recommended by either NCR Voyix, a third-party POS reseller or servicer; and (k) issues related to third party domain name system (“DNS”) errors or failures. 6.3 To obtain a service-level credit, you must submit a claim by contacting NCR Voyix through the website at xxxxx://xxx.xxx.xxx/support/aloha-sla Your failure to provide the claim and other information will disqualify you from receiving a credit. NCR Voyix must receive claims within 60 days from the last day of the impacted month. After that date, claims are considered waived and will be refused. You must be in compliance with the Agreement in order to be eligible for a service-level credit. You may not unilaterally offset for any performance or availability issues any amount owed to NCR Voyix. If multiple Services experience an outage in a given month, the total credit for that month will be the highest credit allowed for any single Service which failed; there is no stacking of credits. 6.4 The remedies set forth in the Section are your sole and exclusive remedies for performance or availability issues affecting the Services, including any failure by NCR Voyix to achieve the Availability Rate.

  • CLOUD SPECIFIC TERMS AND CONDITIONS To the extent that Contractor has received an award for Lot 3, Cloud, the following terms and conditions apply to Lot 3, Cloud. For the duration of an Authorized User Agreement, the Cloud Solution shall conform to the Cloud Solution Manufacturer’s specifications, Documentation, performance standards (including applicable license duration, warranties, guarantees, Service Level Agreements, service commitments, and credits). Contractor is responsible for providing physical and logical security for all Data, infrastructure (e.g. hardware, networking components, physical devices), and software related to the services the Contractor is providing under the Authorized User Agreement. All Data security provisions agreed to by the Authorized User and Contractor within the Authorized User Agreement may not be diminished for the duration of the Authorized User Agreement without prior written agreement by the parties amending the Authorized User Agreement.

  • SERVICE LEVEL DESCRIPTION The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the Service Level Description attached hereto.

  • Statement of Work The Statement of Work to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as Attachment A.

  • Service Descriptions Credit Card processing services: Global Direct’s actions to the appropriate card associations and/or issuers (e.g., Visa, MasterCard, Diners, Discover); settlement; dispute resolution with cardholders’ banks; and transaction-related reporting, statements and products. Debit/ATM Processing Services: Global Direct has connected to the following debit card networks (“Networks”): Accel, AFFN, Interlink, MAC, Maestro, NYCE, Pulse, Star, and Tyme. Global Direct will provide Merchant with the ability to access the Networks that Global Direct has connected to for the purpose of authorizing debit card transactions at the point of sale from cards issued by the members of the respective Networks. Global Direct will provide connection to such Networks, terminal applications, settlement and reporting activities. EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer (“EBT”) networks for the processing of cash payments or credits to or for the benefit of benefit recipients (“Recipients”). Global Direct will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services (“FNS”) food stamp benefits (“FS Benefits”) and/or government delivered cash assistance benefits (“Cash Benefits, ”with FS Benefits, “Benefits”) to Recipients through the use of a state-issued card (“EBT Card”). With respect to Visa and MasterCard products, Merchant agrees to pay and Merchant's account(s) will be charged pursuant to Section 5 of this Agreement for any additional fees incurred as a result of Merchant's subsequent acceptance of transactions with any Visa or MasterCard product that it has not elected to accept.

  • Service Description 2.1 General

  • Service Level Agreements If a Service or a Plan includes a Service Level Agreement (SLA): (a) we are liable for any remedy or rebate specified by the SLA; and (b) subject to clauses 40 to 42, and to the express terms of the SLA, our liability for breach of the SLA is limited to such remedy or rebate.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!