Additional Transaction Terms Clause Samples
The "Additional Transaction Terms" clause defines any extra conditions or requirements that apply specifically to a particular transaction, supplementing the main agreement. These terms might address unique payment schedules, delivery instructions, or special obligations that are not covered in the standard contract language. By including this clause, the parties can tailor the agreement to fit the specific needs of a transaction, ensuring that all relevant details are clearly documented and reducing the risk of misunderstandings.
Additional Transaction Terms i. I understand and agree that You may refuse to effectuate a Transaction in Your sole discretion for any reason, including in the following instances: (a) the Transaction would violate applicable laws, rules, regulations, or appears intended to defraud or manipulate; (b) as it relates to a Cryptocurrency component of a Transaction, the existence of abnormal Cryptocurrency market conditions or a significant disruption in, or premature close of, trading in a Cryptocurrency, or the market or an exchange on which a Cryptocurrency is traded; (c) a Force Majeure Event or action by an exchange, regulatory or governmental authority that disrupts trading in a Cryptocurrency underlying a Transaction occurs or is imminent; or (d) International Payments or a Third-Party Service Provider is unable to obtain satisfactory Cryptocurrency liquidity in order to satisfy the Transaction.
Additional Transaction Terms. Required Governmental Approvals: 1. Public Utility Commission of Texas pursuant to Title II of the Texas Utilities Code, Section 39.158 2. Committee on Foreign Investment in the United States Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ Purchaser’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group Inc. Pier ▇, ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ention: ▇▇▇ ▇▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ To Purchaser: c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇d. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention:Managing Director, Infrastructure Investments Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ with a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP 1501, avenue ▇▇▇▇▇▇ Coll▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention:▇▇▇▇▇▇▇▇▇ ▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ App. B-1 - 5 Appendix B-1: ADDITIONAL CLOSING DELIVERABLES OF selleR
1. A properly executed certificate from the Seller in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller (or, as the case may be, the Subsidiary Transferor) is not a “foreign person” as defined in Section 1445 of the Code.
1. Copies or originals of the following documents, each dated as of or prior to the Closing Date:
a. Certificate of Formation of NewCo.
b. Replacement Class B Membership Interest Certificates (for the HoldCo Transferred Interests).
c. Assignment and Assumption Agreement (between NewCo and Panhandle B Member 2 LLC), substantially in the form attached hereto.
d. Tax Investors’ Consent.
e. Voting Agreement, substantially in the form attached hereto.
f. Reimbursement Agreement, substantially in the form attached hereto.
g. NewCo LLC Agreement in the form to be negotiated in good faith by the Purchaser and the Seller on or prior to the Closing Date. App. ▇-▇ - ▇ ▇▇▇▇▇▇▇▇ ▇-▇: Additional Closing Deliverables of purchaser Copies or originals of the following documents, each dated as of or prior to the Closing Date:
1. Voting Agreement, substantially in the form attached hereto.
2. Reimbursement Agreement, substantially in the form attached hereto..
3. NewCo LLC Agreement in the form to be negotiated i...
Additional Transaction Terms. Required Governmental Approvals: Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in Green Power Generation GK pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ Seller’s Persons with Knowledge: ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Purchaser: ▇▇▇▇ ▇, ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ To Seller: ▇▇▇▇ ▇, ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
1. A properly executed Assignment and Assumption Agreement between Subsidiary Transferor and Subsidiary Purchaser transferring 100% of the membership interests of Kanagi Holdings LLC and Pattern Development Japan LLC. Copies or originals of the following documents, each dated as of or prior to the Closing Date:
1. A properly executed Assignment and Assumption Agreement between Subsidiary Transferor and Subsidiary Purchaser transferring 100% of the membership interests of Kanagi Holdings LLC and Pattern Development Japan LLC.
1. Receipt of the required Governmental Approvals (excluding the post-closing items) identified in Part VII of Section A.
2. No circumstances, developments, changes or events has occurred since the date hereof that, individually or in the aggregate, could reasonably be expected to result in the failure of a condition to closing set forth in Article 5 of the Tsugaru LP1 PSA. None. None.
I. Acquired Interests & Ownership Structure
II. Solar Project Information
Additional Transaction Terms. Required Governmental Approvals: 1. CFIUS Clearance2. FERC Approval 1556004.16-WASSR01A - MSW Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ PEGI’s Persons with Knowledge: Esben ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ PSP’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchasers: None Governing Law: New York 1556004.16-WASSR01A - MSW Notice Information: To Seller: c/o Pattern Energy Group 2 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 94111Attention: General CounselPhone: 415-283-4000Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PEGI: c/o Pattern Energy Group ▇▇▇.▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 94111Attention: General CounselPhone: 415-283-4000Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PSP: ▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Blvd. West.Suite 1400Montréal, QuébecCanada H3B 5E9Attention: Managing Director, Infrastructure InvestmentsFacsimile: (514) 937-0403E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ with a copy to: Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP1501, avenue ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇: Franziska RufFacsimile: (514) 841-6499E-mail: ▇▇▇▇@▇▇▇▇.▇▇▇ 1556004.16-WASSR01A - MSW
1. Financial Statements.
2. A properly executed certificate from the Seller in accordance with the requirements of Treasury Regulation Section 1.1445-2(b)(2) and Section 1446(f)(2) of the Code certifying that Seller is not a “foreign person” as defined in Section 1445 and 1446 of the Code.
3. A payoff letter in respect of the Construction Financing (as defined in the ECCA) and a release by the Lenders (as defined in the ECCA) of the Liens securing the Construction Financing (as defined in the ECCA).
4. The Secretary or other officer of B Member shall have delivered to the Purchasers a certificate, in form and substance reasonably satisfactory to the Purchasers, certifying as to the truth and correctness of (i) each Acquired Company’s Certificate of Formation, (ii) each Acquired Company’s Limited Liability Company Agreement, and (iii) a good standing certificate with respect to each Acquired Company, dated no earlier than September 24, 2019. 1556004.16-WASSR01A - MSW
Additional Transaction Terms. Required Governmental Approvals: Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in Green Power Generation GK pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben P▇▇▇▇▇▇▇, M▇▇▇ ▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇ Seller’s Persons with Knowledge: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇▇▇▇▇ ▇▇▇▇, K▇▇▇▇ ▇▇▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Purchaser: P▇▇▇ ▇, ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Phone: 4▇▇-▇▇▇-▇▇▇▇ Fax: 4▇▇-▇▇▇-▇▇▇▇ To Seller: A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇/▇ ▇-▇▇-▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 107-0052 Attention: CFO and General Counsel Phone: +▇▇ (▇) ▇▇▇▇-▇▇▇▇
Additional Transaction Terms. Required Governmental Approvals: 1. By Closing, the Competition Act Approval shall have been obtained. Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ PEGI’s Persons with Knowledge: Esben ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ PSP’s Persons with Knowledge: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Additional Transaction Terms. Backstop Agreement Certain holders in the Ad Hoc 26s/28s/29s Noteholder Group and the Ad Hoc Senior Secured Group (the “Backstop Parties”) will backstop 100.0% of the New 2L Convertible Notes, on the terms and in the amounts set forth in Exhibit 2 (the “Backstop Agreement”); provided, to be eligible to be a Backstop Party, such party must be an Initial Consenting Convertible Noteholder. In consideration for backstopping the New 2L Convertible Notes, the Backstop Parties shall receive a premium (the “Backstop Premium”) in the form of additional New 2L Convertible Notes equal to 11.0% of the purchase price of the New 2L Convertible Notes.
Additional Transaction Terms. Required Governmental Approvals: 1. None Persons with Knowledge: Seller’s Persons with Knowledge: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ PEGI’s Persons with Knowledge: Esben ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: Notwithstanding anything herein to the contrary, PCFC (on behalf of PEGI) shall assign its rights to acquire the Project Company Acquired Interests to New North Kent Wind 1 LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 94111Attention: General CounselPhone: 415-283-4000Fax: ▇▇▇-▇▇▇-▇▇▇▇ To PEGI: c/o Pattern Energy Group ▇▇▇.▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ 94111Attention: General CounselPhone: 415-283-4000Fax: ▇▇▇-▇▇▇-▇▇▇▇
1. Not applicable.
1. Not applicable. 1. None. 1. None. 1. None. Project Company: North Kent Wind 1 LP Purchaser: Pattern Canada Finance Company ULC (“PCFC”)
Additional Transaction Terms. Updating of Disclosure Schedules: Seller shall notify Purchaser in writing of any material changes, additions, or events occurring after the date of this Agreement and before the Closing for the Otsuki Project which require a representation and warranty of Seller for the Acquisition for the Otsuki Project (other than any representations or warranties in Sections 2.6, 2.7 and 2.11, which, for clarity, may not be updated by Seller) to be supplemented with a new Schedule or cause any material change in or addition to a Schedule promptly after Seller becomes aware of the same by delivery of such new Schedule or appropriate updates to any such Schedule (each, an “Updated Disclosure Schedule”) to Purchaser. Each Updated Disclosure Schedule shall (i) expressly state that it is being made pursuant to this section “Updating of Disclosure Schedules” in Part VII of Section A of Appendix C, (ii) specify the representations and warranties to which it applies and (iii) describe in reasonable detail the changes, additions or events to which it relates. No Updated Disclosure Schedule delivered pursuant to this section “Updating of Disclosure Schedules” shall be deemed to cure any breach of any representation or warranty made to the Purchaser with respect to the Acquisition for the Otsuki Project unless the Purchaser specifically agrees thereto in writing or, as provided in and subject to Article 5, consummates the Closing for the Otsuki Project under this Agreement after receipt of such written notification, nor shall any such Updated Disclosure Schedule be considered to constitute or give rise to a waiver by either of the Purchaser of any condition set forth in this Agreement with respect to the Acquisition for the Otsuki Project, unless the Purchaser specifically agrees thereto in writing or consummates the Closing for the Otsuki Project under this Agreement after receipt of such written notification. Required Governmental Approvals: Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in Green Power Generation GK pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben P▇▇▇▇▇▇▇, M▇▇▇ ▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇ Seller’s Persons with Knowledge: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and H▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing La...
Additional Transaction Terms. By Purchaser or Purchaser Indemnified Party: 1. None By Seller or Seller Indemnified Party: