Assignment and Transfer of this Performance Warranty Sample Clauses

Assignment and Transfer of this Performance Warranty. A. Assignment by Seller. Pursuant to section 138 of the New York State Finance Law, the Seller shall not sell, transfer or assign (collectively, an “Assignment”) the Performance Warranty or any interest therein, without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that, without the prior consent of Purchaser, Seller may (i) assign this Agreement to an Affiliate of Seller; (ii) assign, mortgage, pledge or otherwise collaterally assign this Performance Warranty in connection with any financing of the Solar PV System (including pursuant to a sale-leaseback transaction), (iii) assign this Performance Warranty to any entity through which Seller is obtaining financing or capital for the Solar PV System, and (iv) assign this Performance Warranty to any person succeeding to all or substantially all of the assets of Seller (provided that Seller shall be released from liability hereunder as a result of any of the foregoing permitted assignments only upon assumption of Seller’s obligations hereunder by the assignee); provided, however, that in each case, any assignee shall agree in writing to be bound by the terms and conditions of this Performance Warranty and so long as the Seller, or the successor by way of merger of Seller, delivers such tax and enforceability assurance as Purchaser may reasonably request. In the event that Seller identifies such secured Financing Party in Schedule 5 of the PPA, or in a subsequent notice to Purchaser, then Purchaser shall comply with the provisions set forth in Exhibit B of the PPA. Any Financing Party shall be an intended third party beneficiary of this Section 6.A. Any assignment by Seller without any required prior written consent of Purchaser shall not release Seller of its obligations hereunder.
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Assignment and Transfer of this Performance Warranty. Seller may assign its rights or obligations under this Performance Warranty to a third party without your consent, provided that any assignment of Seller’s obligations under this Performance Warranty shall be to a party qualified to perform such obligation. Seller shall provide notice of any such assignment This Performance Warranty protects only the party that hosts the System. Purchaser’s rights and obligations under this Performance Warranty will be automatically transferred to any party to whom Purchaser properly transfers the PPA.

Related to Assignment and Transfer of this Performance Warranty

  • Contractor’s Performance Warranties Contractor represents and warrants to the State that:

  • Assignment of this Agreement (a) We may assign, transfer, sub-contract or sell our rights, benefits or obligations under this Agreement at any time to any of our Affiliates or to an unaffiliated third party and you consent to this without us having to notify you.

  • Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Purchase and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:

  • Performance Warranty Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Events Excusing Performance Neither party shall be liable to the other party for failure to perform any of the services required herein in the event of strikes, lock-outs, calamities, acts of God, unavailability of supplies or other events over which that party has no control for so long as such events continue, and for a reasonable period of time thereafter.

  • Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Sections 6.01(a), (b), (c) and (e), Section 6.07, Section 6.11 or Article VII; or

  • PERFORMANCE/ WARRANTIES Supplier warrants and undertakes that the Deliverables will be free from defects in material and workmanship and will conform to any specifications or requirements in the Agreement or agreed upon by the Parties in writing. Supplier warrants that if any Deliverable(s) fails to meet any such specifications or requirements or is otherwise nonconforming, Supplier will, at its own cost and expense and within 10 days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: (i) provide a full refund; or (ii) promptly replace or reperform the Deliverable(s) at no charge. All Deliverables will be subject to an inspection and acceptance by Accenture, even if the Parties have not set forth any specifications or requirements regarding the Deliverables in the Agreement.

  • Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that:

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”):

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