Upwind Array Event Sample Clauses

Upwind Array Event. Permit the Sponsor and its Subsidiaries to cause an Upwind Array Event.
Sample 1Sample 2
AutoNDA by SimpleDocs
Upwind Array Event. (a) In the event there occurs an Upwind Array Event, then, within fifteen (15) Banking Days of such event (an “Adjustment Date”), Borrower shall calculate once (subject to any corrections, changes or adjustments made pursuant to this Section 5.8) and deliver to Administrative Agent Projected Debt Service Coverage Ratios (calculated under a P50 Production Level and a P99 Production Level (using the P95 price projections and including (1) the projected Project Revenues under the REC Contracts (and/or any comparable long-term replacement contracts in respect thereof), (2) the projected Project Revenues attributable to merchant sales of renewable energy credits based on the market study provided by CRA International, Inc. and (3) the ICAP Revenues)) calculated as of each Repayment Date during the remaining Term, using availability forecasts which have been updated or amended solely to take into account such Upwind Array Event but otherwise using the assumptions and data used in the Base Case Projections. Administrative Agent (in consultation with the Independent Engineer) shall notify Borrower in writing of any corrections, changes or adjustments relating solely to the Upwind Array Event to be made to such Projected Debt Service Coverage Ratios. Borrower shall incorporate all such reasonable corrections, changes or adjustments into such Projected Debt Service Coverage Ratios.
Sample 1
Upwind Array Event. In the event that an Upwind Array Event shall occur, then within (a) 10 Banking Days after the completion of construction in respect thereof, if such Upwind Array Event shall have been caused by an Idaho Wind Entity or any Affiliate thereof, or (b) promptly, but in any event within 10 Banking Days after Borrower has knowledge thereof, if such Upwind Array Event shall have been caused by a Person other than an Idaho Wind Entity or an Affiliate thereof (such date of delivery, the “Adjustment Date”), calculate and deliver to Administrative Agent the Projected Debt Service Coverage Ratio as of the Adjustment Date using the applicable Base Case Projections (after giving effect to any prepayments made prior to the date of determination) updated with any changes needed solely to take into account the effect, if any, of such Upwind Array Event on the expected power production of the Projects, as determined by the Wind Consultant and the Independent Engineer. In the event that there occurs an Upwind Array Event and the Projected Debt Service Coverage Ratio, calculated as of each remaining Repayment Date, fails to demonstrate at least the Minimum Projected Debt Service Coverage Ratio for either production scenario, then Borrower shall make a mandatory prepayment in accordance with Section 2.8(c)(vi).
Sample 1
Upwind Array Event. (a) In the event there occurs an Upwind Array Event, then, within fifteen (15) Banking Days of such event (an “Adjustment Date”), Borrower shall calculate once (subject to any corrections, changes or adjustments made pursuant to this Section 5.9) and deliver to Administrative Agent Projected Debt Service Coverage Ratios (calculated under a P50 Production Level and a P99 Production Level) calculated as of each Repayment Date during the remaining Term, using availability forecasts which have been updated or amended solely to take into account such Upwind Array Event but otherwise using the assumptions and data used in the Base Case Projections. Administrative Agent (in consultation with the Independent Engineer) shall notify Borrower in writing of any corrections, changes or adjustments relating solely to the Upwind Array Event to be made to such Projected Debt Service Coverage Ratios. Borrower shall incorporate all such reasonable corrections, changes or adjustments into such Projected Debt Service Coverage Ratios.
Sample 1
Upwind Array Event. In the event that an Upwind Array Event shall occur, then, on a date within thirty (30) days of such event (such date, the “Adjustment Date”), the Company shall calculate and deliver to each holder of the Notes a projected Debt Service Coverage Ratio as of such date calculated on the same basis as the Base Case Model (which such projected Debt Service Coverage Ratio shall be reasonably acceptable to the Required Holders) and taking into account only the effect of such Upwind Array Event on the expected power production of the Project as determined by the Independent Engineer but otherwise using assumptions used in the Base Case Model. In the event that there occurs an Upwind Array Event and such projected Debt Service Coverage Ratio, calculated as of each applicable Repayment Date thereafter, shall be less than 1.45 to 1.00 under a P90 Production Scenario (“Minimum DSCR”) for the applicable period ending on such Repayment Date, then, within five (5) Business Days after the Adjustment Date, the Company shall make an offer to all holders of the Notes, and any other Senior Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment in such event, to prepay the aggregate principal amount of the Notes and such other Senior Indebtedness necessary so as to achieve the Minimum DSCR (the “Upwind Array Prepayment Amount”) after giving effect to such prepayment at a price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to but not including the applicable Purchase Date. To the extent that the aggregate amount of Notes and any other Senior Indebtedness permitted under Section 10.5 that has a substantially similar provision requiring repayment in such event tendered pursuant to an Offer to Prepay is less than the amount of the Upwind Array Prepayment Amount, the Company shall subsequently prepay the remainder of the Notes and such other Senior Indebtedness that are so tendered, until the Minimum DSCR can be achieved after giving effect to such prepayment. No Make-Whole Amount or other premium shall be required to be paid in connection with any prepayment pursuant to this Section 8.5(a)(iv).
Sample 1

Related to Upwind Array Event

  • Default under Specified Transaction The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

  • Transfer of Collateral upon Occurrence of Termination Event Upon the occurrence of a Termination Event and the transfer to the Agent of the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Treasury Securities, as the case may be, underlying the Income PRIDES and the Growth PRIDES pursuant to the terms of the Pledge Agreement, the Agent shall request transfer instructions with respect to such Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, from each Holder by written request mailed to such Holder at its address as it appears in the Income PRIDES Register or the Growth PRIDES Register, as the case may be. Upon book-entry transfer of the Income PRIDES or Growth PRIDES or delivery of an Income PRIDES Certificate or Growth PRIDES Certificate to the Agent with such transfer instructions, the Agent shall transfer the Preferred Securities, the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, to such Holder by book-entry transfer, or other appropriate procedures, in accordance with such instructions. In the event a Holder of Income PRIDES or Growth PRIDES fails to effect such transfer or delivery, the Preferred Securities, the appropriate Applicable Ownership Interest of the Treasury Portfolio or Treasury Securities, as the case may be, underlying such Income PRIDES or Growth PRIDES, as the case may be, and any distributions thereon, shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Income PRIDES or Growth PRIDES are transferred or the Income PRIDES Certificate or Growth PRIDES Certificate is surrendered or such Holder provides satisfactory evidence that such Income PRIDES Certificate or Growth PRIDES Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company.

  • Trigger Event A Trigger Event means, for purposes of this Agreement, the occurrence of any one of the following events:

  • Notice of the Occurrence of a Make-Whole Fundamental Change The Company will notify the Holders, the Trustee and the Conversion Agent of each Make-Whole Fundamental Change (i) occurring pursuant to clause (A) of the definition thereof in accordance with Section 5.01(C)(i)(3)(b); and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(F).

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Market Disruption Event Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

  • XXXX Events Notwithstanding anything to the contrary set forth herein, no XXXX Event may be closed until the date that is (a) if there are no Collateral Properties in a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), twenty (20) days or (b) if there are any Collateral Properties in a “special flood hazard area”, sixty (60) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such Property: (i) a completed flood hazard determination from a third party vendor; (ii) if such Property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by applicable Flood Laws, evidence of required flood insurance with respect to which flood insurance has been made available under applicable Flood Laws; provided that any such XXXX Event may be closed prior to such period expiring if the Administrative Agent shall have received confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.

  • Payments Following a Sequential Pay Event Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided that, if a Sequential Pay Event, as determined by the applicable Servicer and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, Balloon Payment, Liquidation Proceeds, proceeds under any guaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to any Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this Mortgage Loan pursuant to the Servicing Agreement with respect to the Mortgage Loan, shall be applied by the Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):

  • Dissolution Event An event, the occurrence of which will result in the dissolution of the Company under Article XIV.

  • Liquidity Event The term “Liquidity Event” shall include, but shall not be limited to, (i) a Listing, (ii) a sale, merger or other transaction in which the Stockholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (iii) the sale of all or substantially all of the Corporation’s Assets where Stockholders either receive, or have the option to receive, cash or other consideration.

Time is Money Join Law Insider Premium to draft better contracts faster.