Firm Date definition
Examples of Firm Date in a sentence
Purchaser will pay to Seller the Purchase Price at the times, in the amounts and otherwise subject to the conditions and requirements in the Build Transfer Agreement, provided that Purchaser does not expect to make any payments to Seller before the Firm Date.
If any matter disclosed has or would reasonably be expected to have a Seller Material Adverse Effect and Purchaser does not elect to terminate the Build Transfer Agreement, then such disclosed matter will be taken into consideration for purposes of Seller satisfying the Firm Date or Closing condition with respect to its representations and warranties and Purchaser will not be entitled to indemnification with respect thereto if Closing occurs.
Subject to Purchaser’s termination right below, Seller will be entitled to schedule relief for delay caused by Force Majeure, provided that in no event will schedule relief extend the Closing beyond the Outside Firm Date or the Commercial Operation Date beyond the Required Scheduled Commercial Operation Date.
In addition, prior to the Firm Date and the Closing Date, Seller will update the disclosure schedules with any matter arising after the date of the Build Transfer Agreement which would have been required to be disclosed.
Purchaser may provide to Seller a Title Objection Letter that identifies Firm Date Title Objections and NDA- Required Exceptions.
Schedules Prior to the Firm Date and the Closing Date, Seller will update certain factual schedules to reflect, among other things, new contracts entered into; new fixtures and equipment; additional improvements; additional Project intellectual property; any new Project real property agreements entered into; new reports; and additional resource data.
If any matter disclosed does not have and would not reasonably be expected to have a Seller Material Adverse Effect, then such disclosed matter will be taken into consideration for purposes of Seller satisfying the Firm Date or Closing condition with respect to its representations and warranties, but Purchaser will be entitled to indemnification with respect thereto if Closing occurs.