Origination and Approval of Subsequent Projects Clause Samples

Origination and Approval of Subsequent Projects. (a) During the Term, HOBO shall use commercially reasonable efforts to identify and originate additional Projects to develop which it reasonably believes can satisfy the Conditions Precedent and achieve an internal rate of return consistent with the Initial Project or otherwise acceptable to Evolve. Once HOBO has identified such a Project, it shall deliver a written notice (such notice, a “Project Proposal”) to Evolve setting forth the Project Terms and including a Qualified Project Model related to such Project. (b) Evolve may, within 30 days of its receipt of such Project Proposal, elect to participate in such Project by delivering to HOBO a written notice (the “Acceptance Notice”) stating that it elects to fund the equity capital reasonably anticipated to be required for such Project to achieve Commercial Operation, subject to Project Financing. If Evolve so elects, then such Project shall be deemed a “Subsequent Project”. If Evolve declines to so timely elect, such Project shall not be deemed a Subsequent Project and, notwithstanding anything to the contrary contained herein, HOBO shall be free to develop, own, operate, manage, finance and fund such Project, as HOBO determines is appropriate, in its sole discretion, without any further obligation to Evolve. (c) Upon HOBO’s receipt of an Acceptance Notice: (i) Evolve shall form a new Project HoldCo and a new Project Company; (ii) HOBO and Evolve shall execute the Form LLC Agreement for such new Project HoldCo, which will own all of the membership interests of such new Project Company initially with Evolve being issued the Class A Units and HOBO or its designee being issued the Class B Units; and (iii) HOBO or an Affiliate of HOBO and the applicable Project Company shall execute a PM Agreement with respect to such Project and, upon Commercial Operation, an O&M Agreement (provided that the Project Company shall have no obligation to enter into an O&M Agreement with HOBO in the event any Affiliate of such Project Company has terminated an O&M Agreement with HOBO or an Affiliate of HOBO due to a material and uncured breach thereunder by HOBO or an Affiliate of HOBO). (d) From and after its receipt of an Acceptance Notice, HOBO’s obligations and authority as to the development of such Subsequent Project will be governed by and be subject to the terms of such Project HoldCo’s limited liability company agreement, the form of which is attached hereto as Exhibit A, and the PM Agreement. (e) For each Subsequent P...
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Related to Origination and Approval of Subsequent Projects

  • Inspection and Approval ▇▇▇▇▇▇ agrees that OUSD has the right and agrees to provide OUSD with the opportunity to inspect any and all aspects of the SERVICES performed including, but not limited to, any materials (physical or electronic) produced, created, edited, modified, reviewed, or otherwise used in the preparation, performance, or evaluation of the SERVICES. In accordance with Paragraph 3 (Compensation), the SERVICES performed by VENDOR must meet the approval of OUSD, and OUSD reserves the right to direct VENDOR to redo the SERVICES, in whole or in part, if OUSD, in its sole discretion, determines that the SERVICES were not performed in accordance with this AGREEMENT.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Review and Approval The Supplier confirms and agrees that it shall apply to receive ISR's written consent, wherever ISR's consent, explicitly or implied, is required according to this Agreement. This requirement and the provision of ISR consent, shall not derogate in any way from Supplier's responsibilities and liabilities under this Agreement, and ISR shall bear no responsibility or liability whatsoever in connection with the review (whether or not there are objections) and/or with any approval given to, or denied from, Supplier, with respect to any matter and/or document, including but without limitation, drawings, designs (at all phases), plans, tests or otherwise.

  • Required Consents and Approvals The Administrative Agent shall be satisfied that (i) all required consents and approvals have been obtained with respect to the transactions contemplated hereby from all Governmental Authorities with jurisdiction over the business and activities of any Borrower or Parent and from any other entity whose consent or approval the Administrative Agent in its reasonable discretion deems necessary to the transactions contemplated hereby, and (ii) all such consents and approvals remain in full force and effect.