Material Project Contracts. Pursuant to Section 6.22(a) of the Senior Loan Agreement and Section 6.22(a) of the Subordinate Loan Agreement, Operations Co acknowledges that Project Co has agreed to not amend, assign, waive or modify in any material respect or terminate any Material Project Contracts or enter into any other material agreement (other than in the ordinary course or as set forth in such Section 6.22(a) of the Senior Loan Agreement and Section 6.22(a) of the Subordinate Loan Agreement) without the prior written consent of the Required Owners of Outstanding Series 2015 Senior Bonds (and if no Senior Bonds are Outstanding then the prior written consent of the Owners of not less than a majority of the aggregate principal amount of Outstanding Subordinate Bonds). Notwithstanding the foregoing:
Material Project Contracts. A true, correct and complete copy of each Material Project Contract, together with all amendments, modifications or supplements thereof, shall have -4- US-DOCS\7728438.31 been delivered by the Company to such Purchaser prior to or at Closing, each of which shall be certified by an authorized officer of the applicable Issuer Party party to such Material Project Contract as being in full force and effect and that no material default by the Issuer Parties or, to the knowledge of the Issuer Parties, any other party thereto shall have occurred and be continuing, in each case, together with consents to collateral assignment covering the Construction Services Agreement, the O&M Agreements and the Major Offtake Agreements (other than the Major Offtake Agreement described in clause (g) of the definition thereof), which shall be, in each case, in form and substance reasonably satisfactory to such Purchaser.
Material Project Contracts. (i) promptly, and in any event within five Business Days after receipt or delivery thereof, all material notices relating to material disputes, material defaults, notices of material breach or violation of any provision, claims for liquidated damages, terminations, force majeure, amendments or waivers received by any Issuer Party pursuant to any Material Project Contract (including, in each case, any notice or other document relating to a default under or violation of any provision of any Material Project Contract by any party thereto), (ii) promptly, and in any event within five Business Days after execution thereof, copies of any amendments or modifications to any Material Project Contracts or any Additional Project Contracts entered into by any Issuer Party (whether or not requiring approval pursuant to Section 10.7) and (iii) promptly, and in any event within five Business Days after receipt or delivery thereof, all notices provided to or received by Operator or any Issuer Party from FERC, or other material notices related to or provided as a requirement under the FERC Order or the Settlement Agreement;
Material Project Contracts. Each Issuer Party shall (a) perform and observe all of its material covenants and obligations contained in each of the Material Project Contract to which it is a party, (b) take all reasonable and necessary action to prevent the termination or cancellation of any Material Project Contract to which it is a party in accordance with the terms of such Material Project Contract or otherwise (except for the expiration of any Material Project Contract in accordance with its terms and not as a result of a breach or default thereunder by such Issuer Party or a modification thereof, or any Material Project Contract (other than the Construction Services Agreement, the Major Offtake Agreements, and the O&M Agreements), the termination or cancellation of which could not reasonably be expected to have a Material Adverse Effect), and (c) enforce against the counterparty to a Material Project Contract each material covenant or obligation of such Material Project Contract to which it is a party in accordance with its terms (other than any failure to enforce any such covenant or obligation in any Material Project Contract (other than the Construction Services Agreement, the Major Offtake Agreements and the O&M Agreements) to the extent such failure could not reasonably be expected to have a Material Adverse Effect).
Material Project Contracts. Without the prior consent of the Required Holders, no Issuer Party shall, nor shall it permit any of its Subsidiaries to:
Material Project Contracts. The Borrower will perform all of its obligations and enforce all of its rights under each Material Project Contract, except to the extent that failure to perform its obligations or enforce such rights would not reasonably be expected to have a Material Adverse Effect. The Borrower shall not amend or waive in any material respect or terminate or assign any Material Project Contract without the prior written confirmation from the Technical Advisor to the effect that such amendment, waiver, termination or assignment would not reasonably be expected to have a Material Adverse Effect; provided that, without such confirmation (a) the Borrower may enter into change orders under any Material Project Contract if either (i) such change will not, together with all prior change orders, require the additional payment (net of any decreases resulting from such change order or prior change orders) by the Borrower in excess of, in the aggregate, $25,000,000 or (ii) such change order will be funded from any combination of Additional Parity Bonds, Additional Equity Contributions, Permitted Additional Senior Indebtedness or Permitted Subordinated Indebtedness; and (b) the Borrower may amend, waive or terminate any Material Project Contract if such amendment, modification, waiver or termination would not reasonably be expected to have a Material Adverse Effect.
Material Project Contracts. (A) The Borrower shall have delivered to the Administrative Agent duly executed copies of all Material Project Contracts (except for any Material Project Contracts described in clause (iii) of the definition thereof to the extent not available at such stage in the construction process), together with a certificate that such Material Project Contracts are in full force and effect and there are no material breaches or defaults outstanding thereunder and (B) to the extent that the Restricted Person that owns such Qualified Construction Project is a Restricted Joint Venture, copies of the operations and maintenance agreements and asset management agreements with respect to such Qualified Construction Project (which may be in draft form). 65 [OPAL Fuels Credit Agreement]
Material Project Contracts. 75 (13) Failure of Completion....................................... 75 (14) Material Adverse Effect..................................... 75 (15) Abandonment................................................. 76 (16) Xxxxxx-Xxxxx Credit Agreement............................... 76 (17)
Material Project Contracts. Each of the Credit Parties is solvent.
Material Project Contracts. (a) Unless otherwise permitted or contemplated Material Project Contract shall at any time for any reason cease to be valid and binding or in full force and effect or shall be cancelled or terminated (in each case, except in connection with its expiration in accordance with its terms in the ordinary course (and not related to any default thereunder)), or the validity or enforceability of any Material Project Contract shall be contested by any party to such Material Project Contract (other than the Administrative Agent or the Lenders) or any Government Authority, or any Project Party shall deny that it has any or further liability or obligation under any Material Project Contract (except in connection with any such Project Document that expired in accordance with its terms in the ordinary course (and not related to any default thereunder)), in each case for more than thirty (30) days, or (b) any Project Party shall be in default under any Material Project Contract.
