Right to Control Proceedings for Third Clause Samples

Right to Control Proceedings for Third. Party Claims 15 6.5 Mitigation; Treatment of Indemnification 16 6.6 Exclusive Remedy 16 ARTICLE 7 MISCELLANEOUS 17 7.1 Guarantee 17 7.2 Entire Agreement 17 7.3 Notices 17 7.4 Successors and Assigns 17 7.5 Jurisdiction; Service of Process; Waiver of Jury Trial 18 7.6 Headings; Construction; and Interpretation 20 7.7 Further Assurances 20 7.8 Amendment and Waiver 20 7.9 No Other Beneficiaries 20 7.10 Governing Law 20 7.11 Schedules 20 7.12 Limitation of Representation and Warranties 20 7.13 Counterparts 21 7.14 Severability 21 7.15 Limit on Damages 21 7.16 Specific Performance 21 APPENDIX A-1: GENERAL DEFINITIONS 1 APPENDIX A-2: RULES OF CONSTRUCTION 1 LIST OF APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired Interests; Ownership Structure; and Wind Project Information Appendix D Documents and Key Counterparties LIST OF SCHEDULES Schedule 2.5 Seller Consents and Approvals Schedule 2.12 Matters Relating to the Acquired Interests, the Project Company and the Wind Project Schedule 3.5 Purchaser Consents and Approvals Schedule 4.1(a) Seller’s Pre-Closing Covenants Schedule 6.4(b) Control of Defense of Third Party Claims PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 19, 2014, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Pattern Renewables LP, a Delaware limited partnership (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto. RECITALS
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Right to Control Proceedings for Third. Party Claims 15 6.5 Mitigation; Treatment of Indemnification 17 6.6 Exclusive Remedy 17
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Right to Control Proceedings for Third. Party Claims 16
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Right to Control Proceedings for Third. Party Claims 15 6.5 Mitigation; Treatment of Indemnification 16 6.6 Exclusive Remedy 16 ARTICLE 7 MISCELLANEOUS 17 7.1 Guarantee 17 7.2 Entire Agreement 17 7.3 Notices 17 7.4 Successors and Assigns 17 7.5 Jurisdiction; Service of Process; Waiver of Jury Trial 18 7.6 Headings; Construction; and Interpretation 20 7.7 Further Assurances 20 7.8 Amendment and Waiver 20 7.9 No Other Beneficiaries 20 7.10 Governing Law 20 7.11 Schedules 20 7.12 Limitation of Representation and Warranties 20 7.13 Counterparts 21 7.14 Severability 21 7.15 Limit on Damages 21 7.16 Specific Performance ii 21
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Related to Right to Control Proceedings for Third

  • Indemnitee Rights on Unfavorable Determination; Binding Effect If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15, the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

  • Waiver of Right to Contest Liens (a) The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Collateral Agent and the ABL Secured Parties in respect of Receivables Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Collateral Agent or any ABL Secured Party under the ABL Documents with respect to the Common Collateral. Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Common Collateral. (b) The ABL Collateral Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the respective Liens of the New First Lien Collateral Agent or the New First Lien Secured Parties in respect of the Common Collateral or the provisions of this Agreement.

  • Right to Contest Borrower, at its own expense, may contest by appropriate legal proceedings, conducted diligently and in good faith, the amount or validity of any Imposition other than Insurance premiums and Ground Rent (if applicable), if: (i) Borrower notifies Lender of the commencement or expected commencement of such proceedings, (ii) the Mortgaged Property is not in danger of being sold or forfeited, (iii) if Borrower has not already paid the Imposition, Borrower deposits with Lender reserves sufficient to pay the contested Imposition, if requested by Lender, and (iv) Borrower furnishes whatever additional security is required in the proceedings or is reasonably requested by Lender, which may include the delivery to Lender of reserves established by Borrower to pay the contested Imposition.

  • Proceedings Other Than Proceedings by or in the Right of the Company Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

  • Binding Effect; No Third Party Beneficiaries This Agreement shall be binding upon and inure to the benefit of the Company and Award Recipient and their respective heirs, representatives, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company and the Award Recipient and their respective heirs, representatives, successors and permitted assigns. The parties agree that this Agreement shall survive the issuance of the Shares.