Facility Contracts Clause Samples
A Facility Contracts clause defines the terms and conditions under which a party may enter into agreements for the use or operation of specific facilities, such as buildings, equipment, or infrastructure. This clause typically outlines the scope of permitted contracts, the approval process required, and any limitations or obligations related to the use of the facility. For example, it may specify that the facility can only be used for certain purposes or that the owner must approve any third-party agreements. The core function of this clause is to ensure that all facility-related contracts are managed consistently and in accordance with the overarching agreement, thereby reducing the risk of unauthorized use or conflicting obligations.
Facility Contracts. In addition to any other agreements that Seller is required to provide Avista under this Agreement, at the request of Avista, Seller shall promptly provide to Avista copies of the following major contracts and agreements which govern Seller and the design and construction of the Facility, as contemplated by this Agreement: (i) contracts for the manufacture, delivery and installation of the generation equipment and step- up transformation equipment; (ii) engineering, procurement and construction, or other engineering and construction agreements; (iii) applicable operating and maintenance agreements; and (iv) the organizational documents (including but not limited to Seller’s LLC agreement) of Seller (the “Organizational Agreements”) for Seller, provided that Seller shall have the right to redact any commercially sensitive information from the items delivered pursuant to clause (i) through (iii). Seller shall not make any changes to the Organizational Agreements that could reasonably be expected to affect Seller’s status as a Special Purpose Entity without Avista’s prior consent, which consent shall not be unreasonably withheld, provided that such consent shall not be required for modification or amendment of Seller’s Organizational Agreements in connection with any tax equity financing.
Facility Contracts. Upon reasonable notice and request by EPE, Seller shall provide EPE with copies of (or, in the case of agreements and contracts subject to non-disclosure covenants or similar provisions, summaries of): (i) contracts for the manufacture, delivery and installation of the generator and step-up transformer; (ii) engineering, procurement and construction, or other general contractor agreements; (iii) applicable operating agreements; and (iv) the applicable electric Transmission Agreement and Interconnection Agreement. Upon request, Seller shall also provide EPE with reasonable evidence that it has or will have the capability to finance construction of the Facility. Seller shall provide sufficient information for EPE to be reasonably assured that Seller has contracted with financially responsible vendors as part of the Facility construction process.
Facility Contracts. (i) Set forth on Schedule 3.2(b) is a true and complete list of all Contracts material to the ownership, maintenance or operation of the Facility or material to the conduct of the Business, in each case except for Contracts that relate to the Excluded Assets (collectively, the “Facility Contracts”). Seller is not in breach or in violation of any Facility Contract, in any material respect, and, to the Knowledge of Seller, no other party to any Facility Contract is in breach or in violation of any Facility Contract, in any material respect and each Facility Contract is valid, binding and enforceable against Seller and, to the Knowledge of Seller, against each other party to such Facility Contract, as the case may be, except as such enforceability may be limited by the Enforceability Limitations.
(ii) Purchaser has heretofore been supplied with a true, correct and complete copy of all such Facility Contracts, together with all amendments, exhibits, attachments, waivers or other changes thereto.
(iii) Except as set forth on Schedule 3.2(b)(iii), as of the Closing, no Consent is required for the assignment of any material Assigned Contract to Purchaser at Closing.
Facility Contracts. Seller represents and warrants as to itself that Schedule 2.2.7 sets forth all material Facility Contracts and that Seller has made available, or will make available no later than within the first ten (10) days of the Inspection Period, to Purchaser true, correct and complete copies of all Facility Contracts to which it is a party, including all material amendments or modifications to same, to the extent within Seller’s possession or control. To Seller’s knowledge, no party to the Facility Contracts is in material breach or default under any obligation thereunder or any provisions thereof. To Seller’s knowledge, no event has occurred and no condition exists that with the passage of time or the giving of notice, or both, would constitute a material default by Seller, to Seller’s knowledge, by any other party to such Facility Contracts. Seller represents and warrants that each of the material Facility Contracts is in full force and effect in accordance with its terms.
Facility Contracts. Schedule 2.2.7 sets forth a true, correct and complete list of the Facility Contracts. The copies heretofore delivered to Purchaser are true, correct and complete in all material respects. Except as set forth on Schedule 2.2.7, Seller has neither given nor received any written notice of any breach or default under any of the Facility Contracts which has not been cured and, to Seller’s Knowledge, no party to the Facility Contracts is in breach or default under any material obligation thereunder or any provisions thereof and each of the Facility Contracts is in full force and effect in accordance with its terms. With respect to any Persons whose consent is required as a condition to Seller’s assignment of the Facility Contracts to Purchaser at Closing, Seller covenants to employ diligent, good faith efforts to obtain such consent(s) in writing (in a form reasonably acceptable to Purchaser) prior to the Closing Date.
Facility Contracts. To the extent assignable or transferable, all of Sellers’ right, title and interest in and to any contracts which are applicable to the operation of the Businesses (the “Facility Contracts”), which Facility Contracts are set forth in Schedule 2.2.7, together with all deposits made or held by Sellers thereunder.
Facility Contracts. To the extent assignable or transferable, all of Seller’s right, title and interest in and to any Contracts, a complete listing of which is attached hereto as Schedule 2.2.7, except to the extent rejected by Purchaser pursuant to Section 4.3 (the “Facility Contracts”);
Facility Contracts. [To be provided by Seller within 10 days following the Effective Date] SCHEDULE 2.2.7 - 1
Facility Contracts. Seller shall provide to PPUC, not later than the Closing Date, copies of the following major contracts governing the design and construction of the Facilities and the ability of Seller to deliver Product in accordance with this Agreement:
i) contracts for the manufacture, delivery and installation of the solar PV systems and inverters;
ii) engineering, procurement and construction, or other general contractor agreements; and
iii) operating agreements, warranty agreements, and long-term service agreements. Upon PPUC’s reasonable notice and request, Seller shall provide PPUC with other construction contracts and major engineering drawings related to the Facilities. Seller shall provide sufficient information for PPUC to be reasonably assured that ▇▇▇▇▇▇ has contracted with financially responsible vendors as part of the Facility construction process.
Facility Contracts. If Seller enters into a Construction Contract(s) providing for the design and construction of the Facility such that it is capable of satisfying Seller’s requirements under this Agreement, Seller hereby represents, warrants and covenants to Buyer that the terms of the Construction Contract(s) (a) will not conflict with the terms of this Agreement and (b) will include the conditions to Commercial Operation set forth herein.