ROFO Projects Sample Clauses

ROFO Projects. The Parties agree that the sale of the Project, through the issuance of the Class B Interests, pursuant to this Agreement shall be deemed to have been offered pursuant to that certain Right of First Offer Agreement, dated as of June 24, 2015 (the “ROFO Agreement”), among SunPower and the Contributor, and the Acquired Companies shall be considered ROFO Assets (as defined in the ROFO Agreement) for purposes of the ROFO Agreement and otherwise.
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ROFO Projects. The Parties agree that each Acquired Companies Acquisition and the purchase and sale of each Interest pursuant hereto shall be deemed to have been offered pursuant to the Right of First Offer Agreement, dated as of July 1, 2014 (the “ROFO Agreement”), by and among NextEra Energy Partners, LP, a Delaware limited partnership, NextEra Energy Operating Partners, LP, a Delaware limited partnership, and Energy Resources, and the Applicable Acquired Companies shall be considered XXXX ROFO Assets (as defined in the ROFO Agreement) for purposes of the ROFO Agreement and otherwise.
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ROFO Projects. If Operator or any Affiliate of Operator proposes to pursue a ROFO Project other than projects owned by Operator and its Affiliates on the date of this Agreement (so long as the same have not been acquired in violation of the Prior Agreement), whether for its own account or with or for the account of others, prior to its doing so the Operator shall comply with this Section. Each ROFO Project shall first be submitted by the Operator for consideration by the Management Committee as a proposed joint investment opportunity between Investor and Operator. Each such submission shall include the information that would be required for Operator or any Affiliate of Operator to register the ROFO Project with Investor under the Advisor Agreement. The Management Committee shall have five (5) business days from the date of its receipt of all of the items described in the prior sentence to elect to cause the Company to participate in the ROFO Project. If, within said five (5) business days, the Management Committee so elects, the then applicable Investment Guidelines and Annual Plan shall be deemed amended with respect to, but only with respect to, such ROFO Project, such ROFO Project shall be deemed to be a Project for all purposes of this Agreement and the Operator and its Affiliates shall pursue the ROFO Project, if at all, only through the Company as a Project subject to all the terms and provisions of this Agreement, including without limitation compliance with, and submission of the further information required by, the Acquisition Process pursuant to which the Management Committee may further approve or reject the ROFO Project. If, within said five (5) business days the Management Committee does not so elect, the Management Committee shall be deemed to have rejected the ROFO Project. If the Management Committee has rejected or is deemed to have rejected an ROFO Project, either pursuant to this Section or the Acquisition Process, then for a period of twelve (12) months from the date of the Management Committee’s rejection or deemed rejection of the ROFO Project, Operator and Operator’s Affiliates may pursue and consummate the ROFO Project without further obligation to the Company. If Operator and Operator’s Affiliates have not consummated the ROFO Project (meaning that the Operator Affiliate has not acquired title to said ROFO Project) within said twelve (12) months, Operator shall again comply with this Section prior to Operator or any Affiliate of Operator further ...
Sample 1

Related to ROFO Projects

  • Projects The Annexes attached hereto describe the specific projects and the policy reforms and other activities related thereto (each, a “Project”) that the Government will carry out, or cause to be carried out, in furtherance of this Compact to achieve the Objectives and the Compact Goal.

  • Project 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of Article IV of the General Conditions.

  • Project Completion Part 1 – Material Completion

  • Annual Business Plan and Budget As soon as practicable and in any event not later than thirty (30) days after the end of each Fiscal Year, a business plan and operating and capital budget of the Borrower and its Subsidiaries for the ensuing four (4) fiscal quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenants set forth in Section 9.15 and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of the Borrower and its Subsidiaries for such period.

  • Development Budget Attached hereto as Exhibit "B" and incorporated herein by this reference is the Development Budget in an amount equal to $_____________. Owner acknowledges and represents that the attached Development Budget includes the total costs and expenses to acquire, develop, renovate and construct the Real Property and the Apartment Housing.

  • Development of the Project 4.1 TSP's obligations in development of the Project: Subject to the terms and conditions of this Agreement, the TSP at its own cost and expense shall observe, comply with, perform, undertake and be responsible:

  • Feasibility Study Buyer will, at Buyer's expense and within ____ days from Effective Date ("Feasibility Study Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for ___________________ use. During the Feasibility Study Period, Buyer may conduct a Phase I environmental assessment and any other tests, analyses, surveys and investigations ("Inspections") that Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural and environmental properties; zoning and zoning restrictions; subdivision statutes; soil and grade; availability of access public roads, water, and other utilities; consistency with local, state and regional growth management plans, availability of permits, government approvals, and licenses; and other inspections that Buyer deems appropriate to determine the Property's suitability for the Buyer's intended use. If the Property must be rezoned, Buyer will obtain the rezoning from the appropriatx xxxernment agencies. Seller will sign all documents Buyer is required to file in connection with development or rezoning approvals. Seller gives Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Feasibility Study Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer will indemnify and hold Seller harmless from xxxxes, damages, costs, claims and expenses of any nature, including attorney's fees, expenses and liability incurred in application for rezoning or related proceedings, and from liability to any person, arising from the conduct of any and all inspections of any work authorized by Buyer. Buyer will not engage in any activity that xxxxx result in a construction lien being filed against the Property without Seller's prior written consent. If this transaction does not close, Buyer will, at Buyer's expense, (1) repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) release to Seller all reports and other work generated as a result of the Inspections. Buyer will deliver written notice to Seller prior to the expiration of the Feasibility Study Period of Buyer's determination of whether or not the Properxx xx acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property as suitable for Buyer's intended use in its "as is" condition. If the Property is unacceptable to Buyer and written notice of this fact is timely delivered to Seller, this Contract will be deemed terminated as of the day after the Feasibility Study period ends and Buyer's deposit(s) will be returned after Escrow Axxxx receives proper authorization form all interested parties.

  • Development Work The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.

  • Business Plan and Budget As soon as available, but in any event no later than forty five (45) days after the end of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a Consolidated basis, including forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Lender, of Consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the then current fiscal year. As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under Sections 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

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