Generating Assets definition
Examples of Generating Assets in a sentence
Seller will transfer to Purchaser at the Closing all of Seller's right, title and interest in and to the Tenant Security Deposits and the Landlord Security Deposits and any other deposits, prepayments or progress payments made or held by Seller in connection with the Assets or material to the ownership, operation and maintenance of the Generating Assets.
At the Closing, Seller shall deliver or make available to Purchaser at the locations at which the Generating Assets are operated all of the Business Books and Records and such other Assets as are in Seller's possession at other locations, and if at any time after the Closing, Seller discovers in its possession or under its control any other Business Books and Records or other Assets, it will forthwith deliver such Business Books and Records or other Assets to Purchaser.
At all times at or before the Closing, Seller and Purchaser will not issue or make any reports, statements or releases to the public or generally to the employees, customers, suppliers or other Persons with whom Seller has significant business relationships in connection with the operation of the Generating Assets with respect to this Agreement or the transactions contemplated hereby without the consent of the other, which consent shall not be unreasonably withheld.
Midwest shall not change its legal form or Organic Documents except as permitted by SECTION 6.1, change its Fiscal Year or engage in any business other than the construction, ownership, maintenance and operation of the Generating Assets, the sale of wholesale electric power therefrom and related products and services and such other business as may be reasonably incidental thereto.
In particular, Seller makes no representation or warranty to Purchaser with respect to (i) the information set forth in the Confidential Information Memorandum dated March, 1998 and the supplements thereto, or (ii) any financial projection or forecast relating to the operation of the Generating Assets.
Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Montana, and has full corporate power and authority to own, operate and maintain the Generating Assets as and to the extent now conducted and to own, use, lease and operate the Assets.
Seller has not received notice that Seller is infringing any Intellectual Property of any other Person in connection with the Assets or the operation of the Generating Assets, no claim is pending or has been made to such effect that has not been resolved and, to its Knowledge, Seller is not infringing any Intellectual Property of any other Person.
Buyer shall cooperate fully with Seller, and shall not oppose Seller's efforts to sell the Generating Assets separately from the other Assets.
Generating Assets Sale Date" means the date on which the non-nuclear generating assets of the Company are sold as permitted by Section 6.10.4.
Seller shall use its commercially reasonable efforts, prior to Closing, to negotiate, to enter into and to consummate, prior to Closing, a definitive purchase and sale agreement, containing terms and conditions reasonably acceptable to Seller and for an adjusted purchase price of at least $3,000,000, with a third Person regarding the sale to and purchase by such third Person of the Generating Assets and the assumption by such third Person of related obligations and liabilities of Seller.