Hydro Assets definition
Examples of Hydro Assets in a sentence
Except for the Permitted Encumbrances, including the matters set forth in Schedule 4.2(a), RMHP has good and insurable title to the real property described in the Title Commitments, together with easements and other rights appurtenant thereto, and to the Improvements situated thereon, and other Maine Hydro Assets, except where failure to have such title would not reasonably be expected to have a Material Adverse Effect.
To RMHP’s Knowledge, there are no transfers or reissuances of Permits required in order to effect the purchase and sale of the Maine Hydro Assets to the appropriate Buyers in accordance with the terms of this Agreement except as disclosed in Schedule 4.4(b)(iii).
In connection with any such sale and assignment, Sellers shall turn over to the appropriate Buyer all Assets in Sellers’ possession, or that come to be in Sellers’ possession, including all books, records, certificates, surveys, studies, assessments and other intangible property that is material to the business of the Companies or RMHP or that primarily relate to the Companies, RMHP, the U.S. Hydro Assets or the Maine Hydro Assets, including any Title Deliverable that constitutes intangible property.
Except as disclosed in the Public Disclosure Documents, neither the Issuer nor any of its Subsidiaries, has been charged or, to the knowledge of the Issuer, is under any investigation with respect to, or threatened to be charged with, or has received notice of, any violation or potential violation of any Law which violation or potential violation would have, or could reasonably be expected to have, a Material Adverse Effect or, in the case of the Hydro Assets Business, a Hydro Material Adverse Effect.
There is no: (i) Contract, option, Encumbrance (other than a Permitted Encumbrance), or any other right of another Person binding upon or, which at any time in the future may become binding upon, the Issuer or any Subsidiary of the Issuer to sell, Transfer, assign, pledge, mortgage or in any other way dispose of any of the Hydro Assets Business (other than as contained in this Agreement); or (ii) indebtedness for borrowed money in respect of the Hydro Assets.
The annual budget shall address the funding of the administration of the Partnership as well as the funding and operations of the Hydro Assets.
If, however, Seller is unable to deliver the Hydro Assets to Purchaser on the Closing Date because any authorization has not been received, the Purchase Price shall be $342,000,000.
Each Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course, except as would not, individually or in the aggregate, have a Material Adverse Effect or, in the case of the Hydro Assets Business, a Hydro Material Adverse Effect.
The Issuer and each of its Subsidiaries is, and since January 1, 2018 has been, in compliance in all material respects with Law (including Environmental Laws) except where non-compliance would not, individually or in the aggregate, have a Material Adverse Effect or, in the case of the Hydro Assets Business, a Hydro Material Adverse Effect.
Other than as would not reasonably be expected to have a Purchaser Material Adverse Effect (as defined in Section 5.3), as of the Closing Date and, with respect to the Hydro Assets, as of the actual date of transfer of such Hydro Assets, Purchaser will have the requisite corporate, partnership or similar power and authority to own, lease and operate the Purchased Assets, and to carry on the Water Business in substantially the same manner as the same is now being conducted by Seller and its Subsidiaries.