SALE OF FACILITY BY SELLER Sample Clauses

SALE OF FACILITY BY SELLER. Company’s Right of First Negotiation Prior to End of the Term. Right of First Negotiation. Commencing as of the Commercial Operations Date, should Seller desire to sell, transfer or dispose of its right, title, or interest in the Facility, in whole or in part, including a Change in Control (as defined below), then, other than through an “Exempt Sale” (as defined below): Seller shall first offer to sell such interest to Company by providing Company with written notice of the same (the “Offer Notice”), which notice shall identify the proposed purchase price for such interest (including a description of any consideration other than cash that will be accepted) (the “Offer Price”) and any other material terms of the intended transaction, and Company may, but shall not be obligated to, purchase such interest at the Offer Price and upon the other material terms and conditions specified in the Offer Notice, and in accordance with the terms and conditions of this Attachment P (Sale of Facility by Seller). Seller shall provide to Company as part of the Offer Notice, information in its possession regarding the Facility to allow Company to conduct due diligence on the potential purchase, including, but not limited to information on the operational status of the Facility and its components, and the amount of debt or other material Seller obligations remaining with respect to the Facility (the Offer Notice and due diligence information on the Facility are collectively referred to as, the “Offer Materials”). Within five (5) Days of Company's receipt of the Offer Materials, if Company believes the due diligence information is incomplete, Company shall specify in writing the additional information Company requires to conduct its due diligence. The date on which Company receives the Offer Materials from Seller is referred to hereinafter as the “Offer Date.” If Company desires to purchase such interest, Company shall indicate so by delivering to Seller a binding, written offer to purchase such interest at the Offer Price and on the terms and conditions specified in the Offer Notice within thirty (30) Days of the Offer Date (an “Acceptance Notice”). In the event Company timely delivers an Acceptance Notice, Seller shall sell and transfer to Company the interest substantially on the terms and conditions contained in the Offer Notice consistent with this Attachment P (Sale of Facility by Seller) and in accordance with definitive documentation to be entered into between Seller a...
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SALE OF FACILITY BY SELLER. 19.1 HELCO's Right of First Refusal ------------------------------ Should SELLER ever desire to dispose of its right, title, or interest in the Facility, in whole or in part, other than the sale and leaseback of the Facility or other assignment or disposition of part or all of its ownership interests in the Facility to provide financing for the Facility, it shall first offer to sell such interest to HELCO. SELLER shall not solicit any offers for the sale of the Facility with any other entity without first negotiating with HELCO in good faith for at least ninety (90) days concerning a purchase by HELCO unless, during that period, HELCO gives written notice that such negotiations are terminated. Notwithstanding the above, in the event SELLER ceases negotiations with HELCO and, within one (1) year offers to sell the
Sample 1
SALE OF FACILITY BY SELLER. (A) Seller shall comply with the requirements of Attachment P (Sale of Facility by Seller) before Seller's right, title or interest in the Facility, in whole or in part, including a Change in Control, may be disposed of (other than the disposition of equipment in the ordinary course of operating and maintaining the Facility). Any attempt by Seller to make any such disposition or Change in Control without fulfilling the requirements of Attachment P (Sale of Facility by Seller) shall be deemed null and void and shall constitute an Event of Default pursuant to Section 8.1 (Events of Default). EXECUTION VERSIONPuna Geothermal Venture ARTICLE 21102
Sample 1
SALE OF FACILITY BY SELLER. If, during the Term or upon the expiration of the Term, the Seller (i) is the sole owner of the Facility, without any ownership restriction or ownership interest in any other party, including any party in connection with, or as a result of, any financing arrangement affecting or covering the Expansion Facility or the Existing Facility, (ii) has the continuing right to remain on the lands upon which the Facility and all of its component equipment, buildings, structures and other facilities are located and occupy during the Term, (iii) has the right to sell all of its right, title and interest in and to the Facility to any third party, without restriction other than the consent of the owner of the aforesaid lands to any sale of the Facility, and (iv) desires to sell the Facility, then the Seller agrees to notify the Company in writing of the Seller’s ability to and interest in selling the Facility and the Seller’s willingness to consider an offer from the Company to purchase the Facility, subject to the terms of the applicable land arrangements that the Seller has entered into with the owner of the lands upon which the Facility and its component equipment, buildings, structures and other facilities are located and occupy. The Seller will, in any such written notice to the Company, specify the terms and conditions, including any applicable deadlines and other matters that the Seller deems relevant, under which the Seller is willing to consider an offer to purchase the Facility from the Company. The Parties acknowledge that this provision does not create any legal or other obligation upon the Seller to sell the Facility or to offer the Facility for sale to the Company, and is only an expression of the Seller’s willingness, under the conditions stated above, to inform the Company if the Seller desires such sale.
Sample 1
SALE OF FACILITY BY SELLER. Should Seller ever desire to dispose of its right, title, or interest in the Facility, in whole or in part, other than the sale and leaseback of the Facility to provide financing for the Facility, it shall first offer to sell such interest at the fair market value to Company in accordance with terms and conditions of Attachment P (Sale of Facility by Seller) attached hereto and made a part hereof. Sale of energy to third parties Seller shall not sell any energy from the Facility to any Third Party. EQUAL EMPLOYMENT OPPORTUNITY
Sample 1

Related to SALE OF FACILITY BY SELLER

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project or Site; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates ; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Xxxxx, Seller, Seller’s Affiliates, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Conditions Precedent to Obligation of Buyer Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless otherwise waived by Buyer in writing:

  • Conditions Precedent to the Obligation of Buyer to Close The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Buyer in writing:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER The obligations of Buyer under this Agreement shall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND The obligations of the Acquiring Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions, unless waived by the Acquiring Fund in writing:

  • Conditions Precedent to the Obligation of the Purchaser to Close The obligation hereunder of the Purchaser to perform its obligations under this Agreement and to purchase the Shares is subject to the satisfaction or waiver, at or before the Initial Closing, of each of the conditions set forth below. These conditions are for the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion.

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