ASSIGNMENT AND OTHER TRANSFER RESTRICTIONS   50 Sample Clauses

ASSIGNMENT AND OTHER TRANSFER RESTRICTIONS   50. 19.1. No Assignment Without Consent 50 19.2. Accommodation of Unaffiliated Facility Investor 50 19.3. Change of Control 51 19.4. Notice of Unaffiliated Facility Investor Action 52 19.5. Transfer Without Consent is Null and Void 52 19.6. Subcontracting 52 19.7. Option to Purchase and Right of First Offer 52 ARTICLE 20. MISCELLANEOUS 53 20.1. Waiver 53 20.2. Taxes 54 20.3. Fines and Penalties 54 20.4. Rate Changes 54 20.5. Disclaimer of Third Party Beneficiary Rights 55 20.6. Relationship of the Parties 55 20.7. Equal Employment Opportunity Compliance Certification 55 20.8. Survival of Obligations 55 20.9. Severability 55 20.10. Complete Agreement; Amendments 56 20.11. Binding Effect 56 20.12. Headings 56 20.13. Counterparts 56 20.14. Governing Law 56 20.15. Press Releases and Media Contact 56 20.16. Forward Contract 56 20.17. Confidentiality 57 20.18. Cooperation 58 SCHEDULE A (to PPA) RENEWABLE ENERGY PAYMENT RATE 60 EXHIBIT A (to PPA) 61 [INTENTIONALLY LEFT BLANK] 61 EXHIBIT B (to PPA) FACILITY DESCRIPTION AND SITE MAPS 62 EXHIBIT C (to PPA) Notices and Contact Information 67 EXHIBIT D (to PPA) INSURANCE COVERAGE 68 EXHIBIT E (to PPA) 69 [INTENTIONALLY LEFT BLANK] 69 EXHIBIT F (to PPA) FORM OF LETTER OF CREDIT 70 EXHIBIT G (to PPA) AGC Protocols 76 EXHIBIT H (to PPA) FORM OF GUARANTY 79 EXHIBIT I (to PPA) DATA COLLECTION 80 EXHIBIT J (to PPA) GUARANTEED AVAILABILITY 81 EXHIBIT K (to PPA) OPTION AGREEMENT 82 WIND ENERGY PURCHASE AGREEMENT BETWEEN ASHTABULA WIND III, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND OTTER TAIL POWER COMPANY, A MINNESOTA CORPORATION This Wind Energy Purchase Agreement (this “PPA”) is made this 9th day of May, 2013 (the “Effective Date”), by and between (i) Ashtabula Wind III, LLC (“Seller”), a Delaware limited liability company with a principal place of business in Juno Beach, Florida, and (ii) Otter Tail Power Company, (“Company”), a Minnesota corporation with headquarters in Fergus Falls, Minnesota. Seller and Company are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
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Related to ASSIGNMENT AND OTHER TRANSFER RESTRICTIONS   50

  • Transfer and Other Restrictions (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly:

  • Assignment and other dealings (a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

  • Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package to comply with law, the Company and the Guarantors agree to promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the judgment of the Representative or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Guarantors will promptly notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law.

  • Transfers and Other Liens; Additional Shares (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Restrictions on Public Sale by the Company and Others The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

  • Dividends and Other Restricted Payments If (i) an Event of Default under Section 10.1.(a), Section 10.1.(e) or Section 10.1.(f) shall exist, or (ii) as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), neither the Borrower nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clauses (i) and (ii) of the immediately preceding sentence exists and the Obligations have not been accelerated pursuant to Section 10.2.(a), the Borrower may only declare or make, or incur any liability to make, cash distributions to its shareholders during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Borrower (or following the Reorganization, the REIT Entity) to maintain compliance with Section 7.11. Notwithstanding anything to the contrary in this Section, (i) Subsidiaries may make Restricted Payments to the Borrower and to other Subsidiaries, (ii) following the consummation of the Reorganization, the OP or any other Subsidiary of the REIT Entity may redeem for cash limited partnership interests or membership interests in the OP pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in the good faith determination of the Borrower, issuing shares of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as a REIT, and (iii) following the consummation of the Reorganization, to the extent constituting a Restricted Payment, payments may be made by the Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreement.

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.

  • Guaranties, Collateral Documents and Other Loan Documents At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

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