Off-island ppa
Download 0.54 Mb.
|
- Navigate this page:
- Sale of One or Both of the Projects
- Change in Control
- DISPUTE RESOLUTION
- Response
- Resolution of Dispute
Rights of Lender. If Seller grants an interest under this Agreement as permitted by Section 15.3, the following provisions shall apply: Lender shall have the right, but not the obligation, to perform any act required to be performed by Seller under this Agreement to prevent or cure a Seller Event of Default in accordance with Article 12, and such act is timely performed by Lender shall be as effective to prevent or cure a default as if done by Seller.Within thirty (30) Days of the receipt of a written request from Seller or any Lender, Buyer, at Seller’s sole cost and expense, shall execute or arrange for the delivery of certificates, consents, opinions, estoppels, amendments and other documents reasonably requested by Seller or Lender in order to consummate any financing or refinancing and shall enter into reasonable agreements with such Lender that provide that Buyer recognizes the rights of such Lender upon foreclosure of Lender’s security interest and such other customary provisions as may be reasonably requested by Seller or any such Lender.Buyer agrees that no Lender shall be obligated to perform any obligation or be deemed to incur any liability or obligation provided in this Agreement on the part of Seller or shall have any obligation or liability to Buyer with respect to this Agreement except to the extent any Lender has expressly assumed the obligations of Seller hereunder; provided that Buyer shall nevertheless be entitled to exercise all of its rights hereunder in the event that Seller or Lender fails to perform Seller’s obligations under this Agreement.Sale of One or Both of the Projects. Except as otherwise provided in this Section 15.5, Seller shall not sell one or both of the Projects, or any interest therein, to any Person unless Buyer has provided its advance written approval of such sale. If Seller does not obtain Buyer’s prior written consent, such sale of any Project by Seller shall constitute a Seller Event of Default as set forth in Section 12.1(ii). Seller shall make any sale of one or both of the Projects conditioned upon the purchaser’s (i) unconditional assumption of Seller’s obligations hereunder, including providing necessary Seller Security pursuant to the requirements in Article 7, and (ii) possessing the creditworthiness and experience as set forth herein. With respect to a proposed purchaser of the Off-Island Generator, it must meet or exceed the Credit Requirements and provide such documentation satisfactory to Buyer demonstrating that such purchaser has (a) owned and/or operated a minimum of three (3) power plants having generation capacity equal to or greater than the Off-Island Generator during a period of no less than five (5) years or (b) retained a facility operator that satisfies the criteria set forth herein to operate the Off-Island Generator for the remainder of the Base Term or Extended Term, if applicable, shall not have consent to sale denied on the grounds of a lack of creditworthiness or lack of sufficient experience. With respect to a proposed purchaser of the Controllable Cable, it must meet or exceed the Credit Requirements and provide such documentation satisfactory to Buyer demonstrating that such purchaser is experienced in owning and operating electric utility transmission or distribution facilities, as applicable, or has contracted with a reputable and experienced operator for a term at least equal to the then remaining Base Term or Extended Term, if applicable. Seller and Buyer shall execute such documents as may be reasonably required to enable Buyer to record notice that this Agreement must be assigned to, and assumed by, any purchaser of one or both of the Projects as a condition of transfer of legal title to one or both of the Projects. Change in Control. Any Change of Control of Seller shall be subject to Buyer’s prior written consent such consent not to be unreasonably withheld, conditioned or delayed. If Seller does not obtain Buyer’s prior written consent, such Change of Control of Seller shall constitute a Seller Event of Default as set forth in Section 12.1(ii). In addition, such successor entity must meet or exceed the Credit Requirements and provide such documentation satisfactory to Buyer demonstrating that such successor entity has (x) owned and/or operated a minimum of three (3) power plants having generation capacity equal to or greater than the Off-Island Generator during a period of no less than five (5) years, or (y) retained a facility operator that satisfies the criteria set forth herein to operate the Off-Island Generator for the remainder of the Base Term or Extended Term, if applicable. DISPUTE RESOLUTIONNotice. Either Party (“Aggrieved Party”) shall have the right to give written notice to the other Party (“Noticed Party”) that the Noticed Party is not performing in accordance with the terms and conditions of this Agreement. Such notice shall describe with specificity the basis for the Aggrieved Party’s belief and may describe the recommended options to correct the failure. Response. If the Noticed Party agrees with the Aggrieved Party’s concern, the Noticed Party shall promptly take appropriate action to correct the failure. In such circumstance, the Noticed Party shall respond to the Aggrieved Party’s written notice within ten (10) Days of receipt thereof describing the action taken in response to the notice and shall bear all costs incurred by both Parties associated with the corrective action. Resolution of Dispute. If the Noticed Party disagrees with the Aggrieved Party’s concern, each Party shall designate a member or members of senior management to discuss the matter and attempt to resolve the dispute. The representatives of the Parties shall meet in a location mutually agreed upon by the Parties within ten (10) Days of the Aggrieved Party’s notice to the Noticed Party of the Aggrieved Party’s concern. The Parties agree to use their best efforts to settle promptly any disputes or claims arising out of or related to this Agreement through their respective representatives and shall negotiate in good faith to resolve the dispute. All negotiations and discussions pursuant to this Section 16.3 shall be confidential, subject to Legal Requirements, and shall be treated as compromise and settlement negotiations for purposes of Federal Rule of Evidence 408 and applicable state rules of evidence. If at any time either Party believes that continued discussions will not result in a resolution of the dispute, then such Party may pursue its rights and remedies at law. Directory: proposals proposals -> Title 157 State Fire Marshal Chapter 8 permissible fireworks in the state of nebraska for 2008 2009 proposals -> Online Course Proposal Form proposals -> Course Title & Number: Bus 14 Business Communication Faculty Name: Melissa Patterson Course Delivery Method (check one) proposals -> IPad/Mobile Learning Strategies: iLearn, iPractice, and iEvaluate proposals -> Computational X: Integrating Computational Thinking across Disciplines Austin Cory Bart, Dennis Kafura proposals -> Title 435 private detective licensing act numerical table of contents proposals -> Bif 400 – Bioinformatics Senior Seminar Generic Syllabus proposals -> Contact Information 1102 Education Tower Download 0.54 Mb. Share with your friends:
|