Replacement Agreements. Subject to Section 1.7, if the 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 Agreement remaining to be performed having terms substantially the same as the terms of the Agreement with respect to the remaining Term (“Replacement Agreement”); provided, that before SCE is required to enter into a Replacement 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 Agreement, to the extent SCE is, or was otherwise prior to its termination as described in this Section 1.5, entitled under the Agreement, SCE may suspend performance of its obligations under such Replacement Agreement, unless and until all Agreement Defaults of Project Company under the Agreement or Replacement Agreement have been cured.
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. 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. 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:
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. Notwithstanding any provision in each of the Assigned Agreements to the contrary, in the event one or more any of the Assigned Agreements is rejected or otherwise terminated as a result of any bankruptcy, insolvency, reorganization or similar proceedings affecting the Concessionaire, at the Security Trustee’s request, HPTE will enter into a new agreement with the Security Trustee or the Security Trustee’s designee, for the remainder of the originally scheduled term of each of such Assigned Agreements, effective as of the date of such rejection, with the same covenants, agreements, terms, provisions and limitations as are contained in such Assigned Agreements.
Replacement Agreements. If the Assigned Agreement is rejected or terminated as a result of any bankruptcy, insolvency, reorganization or similar proceeding affecting Delta, the Contracting Party shall, at the option of the Company or the Trustee exercised within one hundred and twenty (120) days after such rejection or termination, enter into a new agreement with the Company, Trustee (or a Trustee Designee) or a Subsequent Developer having identical terms 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, however, 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, the Company, the Trustee (or a Trustee Designee) or such Subsequent Developer cures any outstanding payment and performance defaults under the Assigned Agreement within a reasonable time, excluding any performance defaults which by their nature are incapable of ever being cured.
