Purchase and Sale of Gas and Power Sample Clauses

Purchase and Sale of Gas and Power. For and in consideration of the Contract Price and subject to the terms and conditions of this Agreement, including without limitation Section 2.2, CES agrees to purchase from the Company, and the Company agrees to sell to CES, all On Peak Power Products produced from the Applicable Capacity of each Facility, (the "Contracted Power Products"), and CES agrees to sell to the Company, and the Company agrees to purchase from CES, all Gas needed by the Facilities to operate and to produce all such Contracted Power Products. The Contracted Power Products do not include (i) any On Peak Power Products associated with any capacity of the Facility other than its Applicable Capacity,
Sample 1
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Purchase and Sale of Gas and Power. For and in consideration of the Contract Price and subject to the terms and conditions of this Agreement, including without limitation Sections 2.2 and 2.3, CES agrees to purchase from the Company, and the Company agrees to sell to CES, (i) all On Peak Power Products produced by each Facility, excluding On Peak Power Products sold pursuant to the WECC Fixed Price Contract or applicable Host Agreements and Direct Power Purchase Agreements, (ii) all Off Peak Power Products produced by each Facility except Off Peak Power Products sold under applicable Host Agreements and Direct Power Purchase Agreements, and (iii) all Peaking Power Products produced by each Facility, except Peaking Power Products sold under applicable Host Agreements and Direct Power Purchase Agreements (the Power Products described in the foregoing clauses (i), (ii) and (iii) are referred to collectively as the "Contracted Power Products"), and CES agrees to sell to the Company, and the Company agrees to purchase from CES, all Gas needed by the Facilities to operate and to produce all such Contracted Power Products and, except as otherwise provided herein, Power Products and steam sold under the Host Agreements, the Direct Power Purchase Agreements and the Steam Sale Agreements. For the avoidance of doubt, Company agrees to sell and CES agrees to purchase all Power Products related to the Total Capacity of each Facility that is not otherwise committed to the WECC Fixed Price Contract or any of the Host Agreements and Direct Power Purchase Agreements in effect from time to time. The WECC Fixed Price Contract, Host Agreements, Direct Power Purchase Agreements and the Steam Sale Agreements as in effect on the date of this Agreement are set forth on the respective Facility Schedules. The Parties shall amend such Facility Schedules from time to time as appropriate to add or delete Host Agreements, Direct Power Purchase Agreements and/or Steam Sale Agreements, but the omission of any Host Agreement, Direct Power Purchase Agreement and/or Steam Sale Agreement from any Facility Schedule or the failure to amend any Facility Schedule shall not affect any of the Parties' rights or obligations hereunder. The Company and CES acknowledge and agree that, except as expressly provided herein, the foregoing purchase and sale arrangements shall be exclusive and that, as a result, (A) the Company will sell all Contracted Power Products generated by the Facilities only to CES, and (B) except as otherwise provide...
Sample 1

Related to Purchase and Sale of Gas and Power

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

  • Organization and Business; Power and Authority; Effect of Transaction (a) ATS is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite power and authority (corporate and other) to own or hold under lease its properties and to conduct its business as now conducted.

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • POWER AND AUTHORITY FOR TRANSACTIONS Company has the corporate power to execute, deliver and perform this Agreement and all agreements and other documents executed and delivered by it pursuant to this Agreement or to be executed and delivered on the Closing Date, and has taken all action required by law, its Articles or Certificate of Incorporation, its Bylaws or otherwise, to authorize the execution, delivery and performance of this Agreement and such related documents. Each Shareholder has the legal capacity to enter into and perform this Agreement and the other agreements to be executed and delivered in connection herewith. Company has obtained the approval of its stockholders necessary to the consummation of the transactions contemplated herein. This Agreement and all agreements and documents executed and delivered in connection herewith have been, or will be as of the Closing Date, duly executed and delivered by Company and Shareholders, as appropriate, and constitute or will constitute the legal, valid and binding obligations of Company and Shareholders, enforceable against Company and Shareholders in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. The execution and delivery of this Agreement, and the agreements executed and delivered pursuant to this Agreement or to be executed and delivered on the Closing Date, do not, and, subject to the receipt of consents described on EXHIBIT 2.4, the consummation of the actions contemplated hereby will not, violate any provision of the Articles or Certificate of Incorporation or Bylaws of Company or any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease, agreement, rent, instrument, order, arbitration award, judgment or decree to which Company or any Shareholder is a party or by which Company or any Shareholder is bound, or violate any material restrictions of any kind to which Company is subject, or result in any lien or encumbrance on any of Company's assets or the Assets.

  • REPRESENTATIONS AND WARRANTIES OF MERGER SUB Merger Sub represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Purchaser and Merger Sub hereby represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

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