Handback Condition; Developer Option Sample Clauses

The "Handback Condition; Developer Option" clause defines the requirements and procedures for returning an asset or project to its owner at the end of a contract or concession period, as well as any options the developer may have regarding this process. Typically, this clause outlines the standards the asset must meet upon handback, such as maintenance, repair, or operational criteria, and may specify timelines, inspection rights, or remedies if the condition is not met. It may also grant the developer certain options, such as extending the contract or purchasing the asset. The core function of this clause is to ensure the asset is returned in an agreed-upon condition, protecting the owner's interests and clarifying the developer's rights and obligations at the end of the agreement.
Handback Condition; Developer Option. 8.10.1.1 Subject to Sections 8.10.1.2 and 8.10.3.2, on the Termination Date Developer shall transfer the Facility, including all Upgrades, to TxDOT, at no charge to TxDOT, in the condition and meeting all of the requirements for Residual Life at Handback specified in the Handback Requirements. 8.10.1.2 For each Element of the Facility with a Required Residual Life equal to or less than 20 years and that has a Residual Life that is less than the Required Residual Life, Developer shall have the option, in lieu of performing the Work necessary to ensure that the Residual Life at Handback of the Element equals or exceeds the Required Residual Life for the Element, to pay for Developer’s pro-rata share of future Renewal Work that will be necessary for TxDOT to perform after the end of the Term. Developer shall pay such amount by making the deposits in the Handback Requirements Reserve in accordance with Section 2(a) of Exhibit 12, for transfer and release to TxDOT at the end of the Term under Section 8.11.4. 1. Developer shall deliver written notice to TxDOT prior to the first day of the fifth full calendar year before the end of the Term setting forth its election for each applicable Element of the Facility. Failure by the Developer to deliver such written notice to TxDOT by such deadline or failure of the Developer to include any Element in the written notice shall be deemed an election by ▇▇▇▇▇▇▇▇▇ to perform all Work necessary to ensure that the Residual Life at Handback of the Element meets or exceeds the Required Residual Life for the Element.
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Related to Handback Condition; Developer Option

  • Company Lock-Up (i) The Company will not, without the prior written consent of the Representative, for a period of three months from the Closing Date (the “Lock-Up Period”), (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities of the Company, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company agrees not to accelerate the vesting of any option or warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period. (ii) The restrictions contained in Section 4(n)(i) hereof shall not apply to: (A) the Offered Securities, (B) any Ordinary Shares issued under company stock plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the Disclosure Package or the Prospectus, (C) any options and other awards granted under a company stock plan or Ordinary Shares issued pursuant to an employee stock purchase plan, in each case, and (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (D) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Offered Securities pursuant hereto and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clause (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit A hereto for the remaining term of the Lock-Up Period.

  • Share Termination Delivery Unit One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. Failure to Deliver: Applicable

  • Share Termination Delivery Property A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following:

  • Completion Date The Work under this Contract shall be completed by midnight of the date required in the Contract as the Material Completion and Occupancy Date unless extended by approved requests for extension of time.