Transfer of Project Assets Sample Clauses

Transfer of Project Assets. Notwithstanding anything to the contrary contained in this Agreement, the Developer shall if required by MOR transfer of all the rights, title and interest of the Developer in the Project Assets in favour of MOR on such terms and conditions as shall be mutually agreed upon between the Parties. It is expressly agreed that this Agreement shall terminate automatically and forthwith, without the need for any action to be taken by either Party to terminate the Agreement, upon transfer of the Project Assets as specified in this Clause 19.3.
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Transfer of Project Assets a. The Project Assets shall be transferred to the CWCas and when they are commissioned and allthe Project Assets shall be transferred not later than the Go-Live coming into effect or termination of the Agreement prior to Go-Live,without any liabilities.
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Transfer of Project Assets. The provisions of the Bond Indenture notwithstanding, the Borrower covenants and agrees it will not sell, lease or otherwise dispose of (including without limitation any involuntary disposition) in excess of 2% in the aggregate of the Project financed or refinanced with the proceeds of the Series 2007A Bonds unless (a) prior to such sale, lease or other disposition there is delivered to the Bond Trustee an Officer’s Certificate of the Borrower stating that, in the judgment of the signer, such Property has become inadequate, obsolete or worn out and that any amounts received by the Borrower upon such disposition shall be applied by the Borrower to acquire additional Property constituting a “project” under the Act; or (b) prior to such sale, lease or disposition, the Borrower delivers to the Bond Trustee a written opinion of nationally recognized municipal bond counsel to the effect that any such disposition will not adversely affect the validity of the Series 2007A Bonds or any exemption of the interest on the Series 2007A Bonds from federal income taxation to which such Series 2007A Bonds would otherwise be entitled. The Borrower hereby agrees to apply the proceeds of any disposition by it of Property of the type described in subsection (a) above as provided in such subsection and agrees that any Property acquired with such proceeds shall be deemed to be Property financed or refinanced with the proceeds of the Series 2007A Bonds for the purposes of applying the provisions of this Loan Agreement and the Tax Exemption Agreement.
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Transfer of Project Assets. Within ten (10) days of Buyer's issuance of the NTP ("NTP Closing"), Seller shall: Transfer the following Project Assets to Buyer and deliver the same to Buyer: The assignment document substantially in the form of Exhibit ZZ ("Assignment of Solar Energy Easements"), for the Solar Energy Easements to Buyer, in accordance with Buyer's satisfaction as set forth in Section 3.1.4.2, and free of Liens (other than Permitted Encumbrances), duly executed by Seller and when required by the applicable Solar Energy Easement duly executed by the landowner, assigning to Buyer all of Seller's right, title and interest in, to and under the Solar Energy Easement; The Memorandum of Solar Energy Easement for each of the Solar Energy Easements in substantially the form of Exhibit AAA ("Memorandum of Solar Energy Easement") duly executed by Seller and the landowner, and the assignment document in the form of Exhibit P ("Assignment of Memorandum of Solar Energy Easements") duly executed by Seller and when required by the Solar Energy Easement duly executed by the landowner, each recorded in the applicable county register of deeds office where the Project Site is located giving record notice of the existence of Buyer's rights in and to the applicable Solar Energy Easement; To the extent any Crossing Agreements are finalized at NTP, the assignment document for such Crossing Agreements substantially in the form of Exhibit BBB ("Assignment of Crossing Agreements"), to Buyer, in accordance with Buyer's satisfaction as set forth in Section 3.1.4 and free of Liens (other than Permitted Encumbrances), duly executed by Seller and when required by the Crossing Agreements duly executed by the landowner and/or Governmental Authority having such rights, assigning to Buyer all of Seller's right, title and interest in, to and under the Crossing Agreements; If required by Buyer and to the extent any Crossing Agreements are finalized at NTP, the Memorandum of Crossing Agreement for each of the Crossing Agreements in substantially the form of Exhibit CCC ("Memorandum of Crossing Agreement") duly executed by Seller and the landowner and/or Governmental Authority having such rights of the applicable Crossing Agreement, and the assignment document in the form to be agreed upon with Buyer as a Condition Precedent to NTP ("Assignment of Memorandum of Crossing Agreement") and duly executed by Seller and other necessary Persons, with each being recorded in the applicable county register of deeds office...
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Related to Transfer of Project Assets

  • Transfer of Property On the date set forth above, the Grantor transferred to the Trust Estate and assets described in Attachment A which is attached and incorporated into the Trust. The Grantor or someone acting on the Grantor’s behalf may transfer property, during the life of the Grantor or by the Grantor’s Will, to the Trust and list such property on Attachment A. The Grantor, along with any other individual, may transfer property to the ownership of the Trust. Property may be added to the Trust by writing in Attachment A, by attached receipt, or by placing the property under the ownership of the Trust. Attachment A is for reference only, and any property transferred to the Trust formally or informally, but not listed on Attachment A, is also part of the Trust. All property transferred to the Trust formally or informally, together with the investments and reinvestments, as well as any income earned is sometimes collectively referred to herein as the "Trust Estate". All property transferred to or deposited with the Trustee shall be held by it in trust for the uses and purposes stated herein.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of Possession Possession of the Property shall be transferred to Purchaser at the time of Closing subject to the Permitted Encumbrances.

  • Transfer of Company Property On or before the Termination Date, Executive shall turn over to the Company all files, memoranda, records, and other documents, and any other physical or personal property which are the property of the Company and which he had in his possession, custody or control at the time he signed this Agreement.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Condition of Personal Property All tangible personal property, equipment, fixtures and inventories included within the assets of the Company or required to be used in the ordinary course of business are in good, merchantable, or in reasonable repairable condition and are suitable for the purposes for which they are used. No value in excess of applicable reserves has been given to any inventory with respect to obsolete or discontinued products. All of the inventories and equipment, including equipment leased to others, are well maintained and in good operating condition.

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