Common use of Project Contracts Clause in Contracts

Project Contracts. (a) There are no material Project Contracts except (i) the Transferred Closing Project Contracts and (ii) the Excluded Project Contracts. Seller has provided to Buyer complete and accurate copies of all Transferred Closing Project Contracts and Excluded Project Contracts (including all amendments, modifications, extensions, renewals, and supplements thereto). No Affiliate or agent of Seller is a party to a Contract that would constitute a Project Contract if Seller, rather than such Affiliate of Seller, were a party thereto. (b) Except as set forth in Schedule 18.10, no default, event, or condition that, with notice or lapse of time or both, would constitute a breach or default by Seller or, to Seller’s Knowledge, any counterparty to any Transferred Closing Project Contract has occurred or exists under any of the Transferred Closing Project Contracts, except such breaches, defaults, events, or conditions (i) as to which the requisite waivers have been duly obtained or (ii) that would not (A) result in any Liability to Buyer or any of its Affiliates or (B) give rise to any right of termination under such Transferred Closing Project Contract. (c) No Action is pending or, to Seller’s Knowledge, threatened against Seller challenging the enforceability of any Transferred Closing Project Contract against Seller or, to Seller’s Knowledge, against any counterparty to any Transferred Closing Project Contract with respect to such Transferred Closing Project Contract. (d) Each Transferred Closing Project Contract constitutes the valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, is in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar Laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Project Contracts. (a) There are no material Project Contracts except (i) the Transferred Closing Project Contracts and the Transferred Post-Closing Project Contracts set forth on Schedule 1.5(a) of this certificate and (ii) the Excluded Project Contracts. Seller has provided to Buyer complete and accurate copies of all Transferred Closing Project Contracts, Transferred Post-Closing Project Contracts and Excluded Project Contracts (including all amendments, modifications, extensions, renewals, and supplements thereto). No Affiliate or agent of Seller is a party to a Contract that would constitute a Project Contract if Seller, rather than such Affiliate of Seller, were a party thereto. (b) Except as set forth in Schedule 18.10At the time each Transferred Post-Closing Project Contract was assigned to Buyer pursuant to Section 11.2 of the Agreement, no default, event, or condition that, with notice or lapse of time or both, would constitute a breach or default by Seller or, to Seller’s Knowledge, any counterparty to any Transferred Post-Closing Project Contract has occurred or exists existed under any of the such Transferred Post-Closing Project ContractsContract, except such breaches, defaults, events, or conditions (i) as to which the requisite waivers have been duly obtained or (ii) that would not (A) result in any Liability to Buyer or any of its Affiliates or (B) give rise to any right of termination under such Transferred Post-Closing Project Contract. (c) No As of the time each Transferred Post-Closing Project Contract was assigned to Buyer pursuant to Section 11.2 of the Agreement, no Action is was pending or, to Seller’s Knowledge, threatened against Seller challenging the enforceability of any such Transferred Post-Closing Project Contract against Seller or, to Seller’s Knowledge, against any counterparty to any such Transferred Post-Closing Project Contract with respect to such Transferred Post-Closing Project Contract. (d) Each At the time each Transferred Post-Closing Project Contract constitutes was assigned to Buyer pursuant to Section 11.2 of the Agreement (but immediately prior to giving effect to such assignment), such Transferred Post-Closing Project Contract constituted the valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, is was in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar Laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.

Project Contracts. (a) There are no material Project Contracts except for (i) the Transferred Closing Purchased Project Contracts and (ii) the Excluded Project Contracts. Seller has provided made available to Buyer Purchaser complete and accurate copies copies, in all material respects, of all Transferred Closing Purchased Project Contracts (other than Third-Party Held IP Rights Project Contracts) and Excluded Project Contracts (including all written amendments, modifications, extensions, renewals, and supplements thereto). No Affiliate or agent of Seller is a party to a Contract that would or would reasonably be expected to constitute a Project Contract if Seller, rather than such Affiliate of Seller, were a party thereto. (b) Except as set forth in Schedule 18.104.9, no default, event, or condition that, with notice or lapse of time or both, would constitute a breach or default by of Seller or, to Seller’s Knowledge, any counterparty to any Transferred Closing Project Contract thereto has occurred or exists under any of the Transferred Closing Purchased Project Contracts (other than any of the Third-Party Held IP Rights Project Contracts), except such breaches, defaults, events, or conditions as (i) as to which the requisite waivers have been duly obtained or (ii) that would not (A) result in any Liability to Buyer Purchaser or any of its Affiliates or (B) give rise to any right of termination under such Transferred Closing Purchased Project Contract. (c) No material Action is pending or, to Seller’s Knowledge, threatened against Seller challenging the enforceability of any Transferred Closing Purchased Project Contract against Seller or, to Seller’s Knowledge, against (other than any counterparty to any Transferred Closing Third-Party Held IP Rights Project Contract with respect to such Transferred Closing Project ContractContracts). (d) Each Transferred Closing Purchased Project Contract (other than any Third-Party Held IP Rights Project Contracts) constitutes the valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, is in full force and effect effect, and is enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar Laws laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles.