Replacement Agreements Clause Samples

Replacement Agreements. Subject to Section 1.7, if the Resource Adequacy Purchase Agreement is terminated, rejected or otherwise invalidated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting Project Company, its owner(s) or guarantor(s), and if Collateral Agent or its designee directly or indirectly takes possession of, or title to, the Project (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) (“Replacement Owner”), SCE shall, and Collateral Agent shall cause Replacement Owner to, enter into a new agreement with one another for the balance of the obligations under the Resource Adequacy Purchase Agreement remaining to be performed having terms substantially the same as the terms of the Resource Adequacy Purchase Agreement with respect to the remaining Term (“Replacement Resource Adequacy Purchase Agreement”); provided, that before SCE is required to enter into a Replacement Resource Adequacy Purchase Agreement, the Replacement Owner must have demonstrated to SCE’s reasonable satisfaction that the Replacement Owner satisfies the requirements of a Permitted Transferee. For purposes of the foregoing, SCE is entitled to assume that any such purported exercise of rights by Collateral Agent that results in a Replacement Owner is in accordance with the Financing Documents without independent investigation thereof but shall have the right to require that the Collateral Agent and its designee (if applicable) provide reasonable evidence demonstrating the same. Notwithstanding the execution and delivery of a Replacement Resource Adequacy Purchase Agreement, to the extent SCE is, or was otherwise prior to its termination as described in this Section 1.5, entitled under the Resource Adequacy Purchase Agreement, SCE may suspend performance of its obligations under such Replacement Resource Adequacy Purchase Agreement, unless and until all Resource Adequacy Purchase Agreement Defaults of Project Company under the Resource Adequacy Purchase Agreement or Replacement Resource Adequacy Purchase Agreement have been cured.

Replacement Agreements. In the event [any or all of] the Assigned Agreement[s] is rejected or terminated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting the Company, the Contracting Party shall, at the option of Ormat exercised within forty-five (45) days after such rejection or termination, enter into a new agreement with Ormat having identical terms, conditions, agreements, provisions and limitations as the [applicable] Assigned Agreement[s] (subject to any conforming changes necessitated by the substitution of parties and other changes as the parties may mutually agree), provided that (a) the term under such new agreement shall be no longer than the remaining balance of the term specified in the [applicable] Assigned Agreement, and (b) upon execution of such new agreement, Ormat cures any outstanding payment and performance defaults under the [applicable] Assigned Agreement, excluding any performance defaults which by their nature are incapable of being cured.

Replacement Agreements. If the Power Purchase Agreement is rejected or terminated as a result of any bankruptcy or insolvency proceeding involving Assignor, and the Agent, within sixty (60) days after such rejection or termination, certifies in writing to Purchaser that it or its Transferee intends to perform and is capable of performing the obligations of Assignor arising after the date of such certification as and to the extent required under such Power Purchase Agreement, Purchaser shall execute and deliver to Agent or its Transferee a new agreement (a "Replacement Agreement"), which must be for the balance of the remaining term under such rejected or terminated Power Purchase Agreement. The Replacement Agreement must contain the same conditions, agreements, terms, provisions and limitations as the original Power Purchase Agreement (except for any requirements that have been fulfilled by Assignor and Purchaser prior to such rejection or termination), and except that in the Replacement Agreement Agent or its Transferee will be substituted where the Seller appears in the Power Purchase Agreement.

Replacement Agreements. Service Provider warrants that all contracts entered into by Service Provider after the Effective Date with a Third-Party Vendor that replace an expired, cancelled or terminated [***]* or Assigned Agreement or [***]* (“Replacement Agreements”) will be with reputable entities. In addition, Service Provider agrees that a proposed Replacement Agreement will be subject to Client’s consent if the proposed new Third-Party Vendor is [***]*, or if the Third-Party Vendor Contract is [***]* of the applicable Service Agreement [***]* Third Party Vendor Contract, or if Client notifies Service Provider as part of the TPO Savings Committee planning process that Client and/or Client Affiliate is [***]* Third Party Vendor. In the event the Third-Party Vendor Contract is notated [***]* Service Provider’s replacement of such Third Party Vendor Contract with a Replacement Agreement is subject to the stated conditions in Schedule D. Neither the quality or performance of the Services or Service Levels shall be diminished from the predecessor Third Party Vendor Contract, nor the Charges payable by Client increased in excess of market conditions (as reasonably demonstrated by Service Provider using reasonable vendor management and sourcing approaches consistent with Schedules A and C of the applicable Service Agreement), except upon notice to Client according to the governance regime of the TPO Savings Committee. In the event Service Provider replaces an expired, cancelled or terminated Assigned Agreement or Managed Agreement or Retained Agreement or Replacement Agreement, Service Provider will use Commercially Reasonable Efforts to obtain in each Replacement Agreement specific to Client Group the following provisions: (i) a provision for [***]* to Client or Client Affiliate at [***]* in the event of termination of this Agreement; and (ii) a [***]* under which Service Provider shall continue to have the benefit of the Replacement Agreement to provide the Services to Client Group while the arrangement [***]* to Client or Client Affiliate.

Replacement Agreements. Seller shall use commercially reasonable efforts to assist Purchaser (or any Person designated by Purchaser) to enter into agreements with Waste Management National Services, Inc. and Solvay Chemicals, Inc. for the services and products described in the Waste Management Agreement (as defined on Schedule 3.12(a)) and the Solvay Chemicals Agreement (as defined in Schedule 3.12(a)), in each case on terms and conditions satisfactory to Purchaser.

Replacement Agreements. The parties hereto have executed this MOU to provide: (a) in this MOU for their respective rights and obligations in respect of the Albanian Projects relating to (a) the grant by Quadrise Canada to Petrosonic of a license to use and combust SFOTM, (b) the manufacture of SFOTM to support Petrosonic’ s business, (c) the delivery, operation and maintenance of an SMU, and (d) other general principles that will govern the relationship between the parties; and (b) Certain general terms and principles to be reflected in any agreements that may be reached between the parties in respect of the Long Term Projects. Further, the parties acknowledge that they each would like to replace this MOU with a more formal comprehensive agreement in respect of the Albanian Projects, and to that end, the parties shall use their best efforts to meet and to work diligently to prepare and execute such agreement. Quadrise Canada shall be responsible for circulating and revising various drafts of such agreement, which agreement shall include a license to use the Technology to produce bitumen emulsion and all matters incidental thereto, and any other matters deemed necessary by the parties hereto by December 31, 2012, or a date mutually agreed to by the parties. Such agreement shall reflect the terms of this MOU and shall contain the terms and conditions necessary to effect the transaction between the parties. In this regard, the parties shall cooperate to ensure such agreement is completed without any unreasonable positions being taken.

Replacement Agreements. Except where otherwise expressly provided in the “Third Party Agreements” Schedule to a Statement of Work or where the Parties may otherwise mutually agree, Supplier agrees that all contracts entered into by Supplier after the Effective Date with a Third Party Provider that replace an expired, cancelled or terminated Managed Agreement (“Replacement Agreements”) will be subject to Customer’s prior review and written consent. Except as otherwise agreed, neither the quality nor performance of the Services or Service Level Agreement shall be diminished nor the Charges payable by Customer increased as a result of Supplier’s replacement of an expired, cancelled or terminated Managed Agreement. Supplier will use commercially reasonable efforts to obtain in each such Replacement Agreement provisions enabling Supplier to meet its obligations set forth in Section 12.5, including but not limited to provisions specifying: (i) that the Third Party Provider specifically agrees that Supplier has the right to assign such agreement (or the applicable parts of such agreement) to Customer or its designee and that such assignment shall occur upon Customer’s written request; (ii) in the case of a Replacement Agreement pursuant to which Supplier is the licensee of Supplier-Licensed Software, that, notwithstanding the provisions of 11 U.S.C. Section 365(c)(1), Third Party Provider consents to Supplier’s: (x) assumption pursuant to 11 U.S.C. Section 365(a), and (y) assignment pursuant to 11 U.S.C. Section 365(f), of such license in the event of Supplier’s bankruptcy; (iii) nothing contained in such Replacement Agreement shall impair the rights of Customer; and (iv) except as otherwise provided herein, nothing contained in such Replacement Agreement, or under this Agreement, shall create any contractual relation between the Third Party Provider and Customer or any of its Affiliates prior to an assignment pursuant to paragraph (i) above.

Replacement Agreements. In the event the Assigned Agreement is rejected or terminated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting Project Owner, Contracting Party shall, at the option of Administrative Agent exercised within 45 days after such rejection or termination, enter into a new agreement with Administrative Agent having identical terms, conditions, agreements, provisions and limitations as the Assigned Agreement (subject to any conforming changes necessitated by the substitution of parties and other changes as the parties may mutually agree), provided that (a) the term under such new agreement shall be no longer than the remaining balance of the term specified in the Assigned Agreement, and (b) upon execution of such new agreement, Administrative Agent cures any outstanding payment and performance defaults under the Assigned Agreement, excluding any performance defaults which by their nature are incapable of being cured.

Replacement Agreements. Upon any termination of the then-existing Cash Management Agreement and/or Clearing Account Agreement, as applicable, for any reason, Borrower shall (i) enter into, and cause Manager to enter into, a replacement Cash Management Agreement with a replacement Depository Bank selected by Administrative Agent in a form substantially similar to the Cash Management Agreement or such other form as shall be reasonably acceptable to Administrative Agent, Borrower and such replacement Depository Bank, (ii) enter, and cause Manager to enter into, into a replacement Clearing Account Agreement with a replacement Clearing Bank selected by Administrative Agent in the form attached hereto as Exhibit L, and (iii) at the direction of Administrative Agent, deliver replacement irrevocable written instructions to all tenants under leases to deliver all rents payable thereunder directly to the new Clearing Account, if applicable.