CONDITIONS PRECEDENT‌ 3.1 Initial Delivery Date Clause Samples

CONDITIONS PRECEDENT‌ 3.1 Initial Delivery Date. The Initial Delivery Date shall occur upon the satisfaction or waiver in writing by Buyer of the following conditions precedent:‌ (a) the Facility Commercial Operation Date shall have occurred or will occur simultaneously with the Initial Delivery Date; (b) Seller shall have obtained (and demonstrated possession of) all Permits required to commence delivery of Energy from the Facility and satisfy the conditions of Facility Commercial Operation, other than those that would not have a material adverse effect on Seller’s ability to perform its obligations under this Agreement; (c) no Seller Event of Default shall be occurring; (d) Seller shall be a PJM Member and shall have entered into all required PJM Agreements required for the performance of Seller’s obligations in connection with the Facility and this Agreement, which agreements shall be in full force and effect or Seller shall have entered into an agreement with a Market Participant that will perform all of Seller’s PJM-related obligations in connection with the Facility and this Agreement; (e) the Facility shall have been qualified and certified by the Commission as a Solar Photovoltaic Alternative Energy Source; (f) Seller shall have made all filings and applications required for accreditation of the Facility in GATS and for the registration, origination, and transfer of SPAECs from the Facility that are eligible for origination, registration, and transfer under GATS; (g) Seller shall have entered into all agreements and made all filings and other arrangements necessary for the transmission and delivery of the Energy associated with Buyer’s Percentage of the Facility from the Facility to the Delivery Point; (h) Seller shall have obtained all necessary authorizations from FERC to sell Energy at market-based rates as contemplated by this Agreement and shall be in compliance with such authorization; (i) Seller shall have delivered a Guaranty or other required Performance Assurance, if and as required pursuant to Article 10 herein; (j) Seller shall have obtained all rights to the Facility Site necessary for performance of its obligations under the Agreement for the Services Term; (k) Seller shall have provided Buyer with written evidence that all of the preceding conditions have been satisfied.
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Related to CONDITIONS PRECEDENT‌ 3.1 Initial Delivery Date

  • Background to the agreement 2.1 The Supplier is a provider of G-Cloud Services and agreed to provide the Services under the terms of Framework Agreement number RM1557.

  • Representations and Warranties Borrower represents and warrants as follows:

  • Additional G-Cloud services 30.1 The Buyer may require the Supplier to provide Additional Services. The Buyer doesn’t have to buy any Additional Services from the Supplier and can buy services that are the same as or similar to the Additional Services from any third party. 30.2 If reasonably requested to do so by the Buyer in the Order Form, the Supplier must provide and monitor performance of the Additional Services using an Implementation Plan.

  • Insurance Requirements Vendor agrees to maintain the following minimum insurance requirements for the duration of this Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at least a rating of “A‐” by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor’s required minimum coverage shall not be suspended, voided, cancelled, non‐renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, Vendor’s policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS.

  • Ending the Call-Off Contract 18.1 The Buyer can End this Call-Off Contract at any time by giving 30 days’ written notice to the Supplier, unless a shorter period is specified in the Order Form. The Supplier’s obligation to provide the Services will end on the date in the notice. 18.2 The Parties agree that the: 18.2.1 Buyer’s right to End the Call-Off Contract under clause 18.1 is reasonable considering the type of cloud Service being provided 18.2.2 Call-Off Contract Charges paid during the notice period are reasonable compensation and cover all the Supplier’s avoidable costs or Losses 18.3 Subject to clause 24 (Liability), if the Buyer Ends this Call-Off Contract under clause 18.1, it will indemnify the Supplier against any commitments, liabilities or expenditure which result in any unavoidable Loss by the Supplier, provided that the Supplier takes all reasonable steps to mitigate the Loss. If the Supplier has insurance, the Supplier will reduce its unavoidable costs by any insurance sums available. The Supplier will submit a fully itemised and costed list of the unavoidable Loss with supporting evidence. 18.4 The Buyer will have the right to End this Call-Off Contract at any time with immediate effect by written notice to the Supplier if either the Supplier commits: 18.4.1 a Supplier Default and if the Supplier Default cannot, in the reasonable opinion of the Buyer, be remedied 18.4.2 any fraud 18.5 A Party can End this Call-Off Contract at any time with immediate effect by written notice if: 18.5.1 the other Party commits a Material Breach of any term of this Call-Off Contract (other than failure to pay any amounts due) and, if that breach is remediable, fails to remedy it within 15 Working Days of being notified in writing to do so 18.5.2 an Insolvency Event of the other Party happens 18.5.3 the other Party ceases or threatens to cease to carry on the whole or any material part of its business 18.6 If the Buyer fails to pay the Supplier undisputed sums of money when due, the Supplier must notify the Buyer and allow the Buyer 5 Working Days to pay. If the Buyer doesn’t pay within 5 Working Days, the Supplier may End this Call-Off Contract by giving the length of notice in the Order Form. 18.7 A Party who isn’t relying on a Force Majeure event will have the right to End this Call-Off Contract if clause 23.1 applies.