Contract Matters. After the Closing, each Contract (“Transferred Contract”) as to which (a) the Contract Rights of Seller are included in the Specified Assets, and (b) Consent to the assignment thereof from Seller to Buyer may be required under such Transferred Contract or applicable Law but was not obtained on or before the Closing Date, shall be handled in accordance with the following provisions:
Contract Matters. 13 Section 4.10
Contract Matters. (a) Neither the Company nor any of its Subsidiaries is in default or violation of (and no event has occurred which with notice or the lapse of time or both would constitute a default or violation of) any term, condition or provision of any note, mortgage, indenture, loan agreement, other evidence of indebtedness, guarantee, license, lease, agreement or other contract, instrument or contractual obligation to which the Company or any of its Subsidiaries is a party or by which any of their respective assets is bound, except for any such default or violation which, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect.
Contract Matters. The meaning set forth in Section 10.14.1.
Contract Matters. Lessor hereby transfers to Lessee and assigns without warranty of any kind, during the Term, effective upon the Base Term Commencement Date and so long as no Event of Default exists and is continuing, any warranties made by any Contractor or any other Person under the Project Agreements with respect to the Facility but, in the event of a Force Majeure Event occurred during the Construction Period and any Default or Event of Default exists and is continuing as of the Base Term Commencement Date, Lessor’s assignment shall exclude Liquidated Damages (and such Liquidated Damages shall be retained by Lessor to reimburse Lessor for any Force Majeure Loss and, at Xxxxxx’s discretion, retained by Xxxxxx during the pendency of any Default hereunder as additional security and delivered to Lessee upon the cure of such Default or if such Default is not cured, then applied in accordance with Section 5.3 of the Participation Agreement after any expiration of the Lease). If necessary, Xxxxxx will join in any proceedings to enforce any such warranties or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default exists and is continuing, (ii) Lessee has not elected the Sale Option and (iii) Lessee agrees in writing to pay, and pays, all related expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any Claims relating to or arising out of such action. Xxxxxx hereby acknowledges, and agrees to comply with and be bound by, the limitations of liability of and protection of each Contractor and each other Person against liability as and to the extent provided in each Project Agreement.
Contract Matters. (i) The Parent or any Subsidiary shall be suspended or debarred from contracting with the United States government or any department, agency or instrumentality thereof, such suspension or debarment shall not have been stayed or lifted within thirty (30) days after the imposition thereof, the Parent or any Subsidiary shall have exhausted all of its administrative remedies and such suspension or debarment has had or would reasonably be expected to have a Material Adverse Effect; or (ii) the United States government or any department, agency or instrumentality thereof shall have terminated any Governmental Contract and such termination has had or would reasonably be expected to have a Material Adverse Effect.
Contract Matters. (i) The Borrower, any Guarantor or any Material Foreign Subsidiary shall be suspended or debarred from contracting with the United States Government and such suspension or debarment shall not have been lifted within thirty (30) days after the imposition thereof; or
Contract Matters. After the Closing, each Non-Assigned Contract shall be handled in accordance with the following provisions:
Contract Matters. 24 4.12 Insurance.......................................................26 4.13 Litigation......................................................26 4.14 Taxes...........................................................26 4.15
Contract Matters. To the extent that Seller or any of its Affiliates (other than the Company and its Subsidiaries) are party to any Contract with any customer of the Company or any of its Subsidiaries or otherwise used in or related to the business of the Company or any of its Subsidiaries, and such Contract is not assigned to the Company or one of its Subsidiaries prior to or at the Closing, Seller shall and shall cause its Affiliates to (a) upon the written request of the Purchaser, cooperate with the Purchaser in connection with, and use reasonable best efforts to, as promptly as practicable, (i) obtain any necessary consent to the assignment of such Contract to the Company or one of its Subsidiaries and assign such Contract (upon receipt of any required consent) to the Company or one of its Subsidiaries and/or (ii) effect the negotiation and entry into one or more new Contracts that supersedes and replaces the Contract to which Seller or any of its Affiliates (other than the Company and its Subsidiaries) are party with a comparable Contract to which neither Seller nor any of its Affiliates is a party and (b) until any such assignment and/or replacement is in effect with respect to any such Contract, act as the Company’s and its Subsidiaries’ agent in order to obtain for then the benefits thereunder and cooperate, to the maximum extent permitted by Law and such Contract, with the Company and its Subsidiaries in any other reasonable arrangement designed to provide such benefits to the Company and its Subsidiaries.
