Subsequent Owner Sample Clauses

Subsequent Owner. 1. Contracting Party agrees that, if Agent notifies Contracting Party in writing that, pursuant to the Security Agreement, it has assigned, foreclosed or sold the Assigned Interests, then (i) Agent or its successor, assignee and/or designee (a “Subsequent Owner”) shall be substituted for EWP under the Assigned Agreement and (ii) Contracting Party shall (1) recognize Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Agent or the Subsequent Owner, as the case may be; provided that Agent or such Subsequent Owner, as the case may be, has assumed in writing all of EWP’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement.
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Subsequent Owner. The obligations of the Borrower or of any person obligated to reimburse the Loan shall in no way be modified or reduced by the fact that the Lender contracts with a subsequent owner of the Hypothecated Property in order to modify in any way whatsoever the terms and conditions of this Contract which has been assumed by the subsequent owner.
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Subsequent Owner. 1. Each Contracting Party agrees that, if Agent notifies such Contracting Party in writing that, pursuant to the Guaranty and Security Agreements, it has assigned, foreclosed or sold the Assigned Interests, then (i) Agent or its successor, assignee and/or designee (a “Subsequent Owner”) shall be substituted for such Assignor under the Assigned Agreement and (ii) such Contracting Party shall (1) recognize Agent or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of Agent or the Subsequent Owner, as the case may be; provided that Agent or such Subsequent Owner, as the case may be, has assumed in writing all of such Assignor’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement.
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Subsequent Owner. (a) The Contracting Party agrees that, if Ormat notifies the Contracting Party in writing that, pursuant to and in accordance with the terms and conditions of the Credit Agreement and the Security Agreement, it has assigned, foreclosed or sold the Assigned Interests, then (i) Ormat or its successor, assignee and/or designee, or any purchaser of the Assigned Interests (a “Subsequent Owner”) shall be substituted for the Company under the Assigned Agreement[s] and (ii) the Contracting Party shall (A) recognize Ormat or the Subsequent Owner, as the case may be, as its counterparty under the Assigned Agreement[s] and (B) continue to perform its obligations under the Assigned Agreement[s] in favor of Ormat or the Subsequent Owner, as the case may be; provided that Ormat or such Subsequent Owner, as the case may be, has assumed in writing all of the Company’s rights and obligations (including, without limitation, the obligation to cure any then existing payment and performance defaults, but excluding any obligation to cure any then existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement[s].
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Subsequent Owner. Landlord agrees that, if the Lender notifies Landlord in writing that it has elected to exercise its rights and remedies pursuant to the Security Agreement and the other Loan Documents and replace the Project Company with respect to the Assigned Interest, then (i) the Lender or any assignee and/or designee of the Lender (each, a “Subsequent Owner”) shall be substituted for Project Company under the Lease and this Consent and (ii) Landlord shall recognize the Lender or such other Subsequent Owner, as the case may be, as its counterparty under the Lease and this Consent and continue to perform its obligations under the Lease and this Consent in favor of the Lender or such other Subsequent Owner, as the case may be.
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Subsequent Owner. Subject to the terms and conditions of this Consent, the Parties agree that if Agent notifies Buyer in writing that it has foreclosed on the Assigned Interests pursuant to the First Lien Collateral Documents, or taken a “deed in lieu of foreclosure,” Agent or its successor, any assignee of Agent, or any other purchaser of the Assigned Interests shall be recognized as a party substituting for Seller under the Contract so long as it meets the qualifications set forth below for a Qualified Purchaser (as defined below) (each, a “Subsequent Owner”), and the terms and conditions of the Contract as in effect on such date of assignment or foreclosure shall continue to apply to such Subsequent Owner. For purposes of the previous sentence, “Qualified Purchaser” means an entity that (a) is, or has contracted with an operator who is, at least as experienced as Seller and its ultimate parent on the date hereof in the ownership and operation of windpower and electric transmission facilities, (b) has invested at least [$100 million] of equity capital in the Facility, minus any equity capital already invested therein by Pledgor, (c) agrees to assume and perform the obligations of Seller under the Contract and to otherwise comply with the terms and provisions of the Contract, and (d) is not then in litigation or arbitration against Buyer or any member of Buyer that is a purchaser from Buyer of electric energy produced by the Facility.
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Subsequent Owner. Mortgagor agrees that, in the event ownership of all or any part of the Mortgaged Property becomes vested in a person other than Mortgagor, Mortgagee may, without notice to Mortgagor, deal in any way with such successor or successors in interest with reference to this Mortgage, the other Loan Documents and the Indebtedness, without in any way vitiating or discharging Mortgagor's liability with respect thereto. No sale, conveyance, transfer, pledge, encumbrance, assignment or lease referred to in Section 4.01, and no forbearance, extension or assumption by or to any person with respect to the Indebtedness or any of the Loan Documents, shall operate to release, discharge, modify, change or affect the liability of Mortgagor either in whole or in part, unless Mortgagee specifically agrees in writing to the contrary.
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Subsequent Owner. If Lender notifies Landlord in writing that it has assigned, foreclosed or sold the Assigned Interests or any portion thereof, then (a) Lender or any Qualified Purchaser of the Assigned Interests (each, a “Subsequent Owner”), shall be substituted for Tenant under the Lease and (b) Landlord shall (i) recognize the Subsequent Owner as its counterparty under the Lease and (ii) continue to perform its obligations under the Lease in favor of the Subsequent Owner; in each case (a) and (b) provided that such Subsequent Owner has assumed in writing all of Tenant’s rights and obligations and cured any then existing payment and performance defaults under the Lease, other than performance defaults which by their nature are incapable of being cured by performance or payment of damages. Existence of any Subsequent Owner as a result of Lender’s exercise of remedies, including by
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Subsequent Owner. The Parties agree that no foreclosure or delivery of a deed in lieu of foreclosure with respect to the Facilities pursuant to the Financing Documents shall take place or become effective, unless and until (a) Agent or its successor or permitted assignee, or the purchaser purchasing the Facilities (Agent or such successor or permitted assignee, or purchaser, each, a “Subsequent Owner”) is substituted for Seller and has assumed Seller’s obligations under the Power Purchase Agreement, (b) the Subsequent Owner meets the qualifications for a Qualified Transferee, and (c) the Subsequent Owner confirms to Buyer that the Performance Security remains in effect or provides replacement Performance Security meeting the requirements of the Power Purchase Agreement. In the event of any foreclosure, whether judicial or nonjudicial, or delivery of any deed in lieu of foreclosure under the Financing Documents, in connection with any deed of trust, mortgage, or other similar Lien, Agent or Subsequent Owner, and its respective successors in interest and permitted assigns, shall execute and deliver a written assumption of Seller’s obligations under the Power Purchase Agreement in form and substance reasonably acceptable to Buyer and shall be bound by the covenants and agreements of Seller in the Power Purchase Agreement; provided, however, that until the Person who acquires title to the Facilities executes and delivers to Buyer a written assumption of Seller’s obligations under the Power Purchase Agreement in form and substance reasonably acceptable to Buyer, such Person will not be entitled to any of the benefits of the Power Purchase Agreement.
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Related to Subsequent Owner

  • Subsequent Owners 7.2.1 This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, mortgagees, lessees and all subsequent owners, and shall run with the Lands which are the subject of this Agreement until this Agreement is discharged by Council.

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Subsequent Offerings Subject to applicable securities laws, each Founding Investor will have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Founding Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Subsequent Events If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as a result of which the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Registration Statement or Prospectus may cease until such are amended or supplemented; (ii) amend or supplement the Registration Statement or Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request.

  • Subsequent Financings In the event that prior to the one year anniversary of the Closing Date, the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (each, a “Subsequent Financing”), the Subscriber shall have the right to participate in each such Subsequent Financing in an amount necessary to maintain the Subscriber’s pro-rata ownership of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on the date the Over Subscription Notice is received by the Subscriber and ending on the date that is two (2) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Company.

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Postponement of Closing Date In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.

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