Joint Acquisition Documentation Clause Samples

Joint Acquisition Documentation. (a) Following a Joint Acquisition Acceptance, PEGI shall in good faith use its commercially reasonable efforts to negotiate a purchase agreement with the Subject Project Interest Seller (a “Joint Acquisition PSA”) for the purchase by PSP and PEGI of the Subject Project Interest (a “Joint Acquisition”) based on the form attached hereto as Exhibit C (the “Form Joint Acquisition PSA”), with such modifications as PEGI in good faith determines (after consultation with PSP) are necessary or desirable to reflect the Accepted First Offer and any other terms and conditions specific to the applicable Joint Acquisition; provided that (i) each Joint Acquisition PSA shall include, as a condition precedent for the benefit of the purchaser thereunder, the obtaining of all consents and approvals required from any Governmental Authority, any First Nation or under Applicable Law or that are, in the reasonable opinion of PSP, required or advisable as a direct and proximate result of PSP’s participation in the applicable Joint Acquisition, in each case in order to consummate the Joint Acquisition (collectively, the “PSP Required Consents”), (ii) the Outside Closing Date in each Joint Acquisition PSA will be no earlier than the Expected Closing Date for such Joint Acquisition, and (iii) any modifications that disproportionately and adversely impact PSP shall require the prior written consent of PSP. PSP acknowledges and agrees that subject to ‎Section 3.02(d) below, PEGI shall have no obligation to revise any transaction or project company structures or terms in a manner that is adverse to PEGI in any material respect in order to make the transaction more favorable to PSP or otherwise facilitate PSP’s investment in a Subject Project Interest. (b) Concurrently with the negotiation and execution of a Joint Acquisition PSA, PEGI and PSP shall reasonably and in good faith negotiate definitive agreements for the governance arrangements for the applicable Subject Project Company (collectively, the “Joint Acquisition Governance Agreements”), with such Joint Acquisition Governance Agreements to be effective at the Joint Acquisition Closing. The Joint Acquisition Governance Agreements shall reflect the terms attached hereto as Exhibit D and the terms set forth in the ▇▇▇▇▇▇ Governance Agreements as well as, with respect to any United States Subject Project Company, ‎Section 3.02(e) and ‎3.02(f) of this Agreement, with such changes, modifications or supplements as may be reasonably agre...