Transaction Documents and Customer Agreements Clause Samples

Transaction Documents and Customer Agreements. (1) None of such Seller, *** or, to the Knowledge of such Seller, any other party to a Transaction Document has breached any provision of, or defaulted under the terms of, any Transaction Document that remains uncured and no event or circumstance has occurred that would, with the passage of time, result in such a breach or default, except where any such breach or default would not adversely affect in a material manner all of the Projects taken as a whole or such Seller. The consummation of the transactions contemplated by this Agreement would not give any party to any Transaction Document the right to terminate or alter the terms of such contract or a right to claim damages thereunder. (2) The Customer Agreement for each of the Projects included in the applicable Tranche is in full force and effect, and neither such Seller nor, to the Knowledge of such Seller, the relevant Host Customer has breached any provision of, or defaulted under the terms of, the underlying Customer Agreement that remains uncured and no event or circumstance has occurred that would, with the passage of time, result in such a breach or default, except where any such breach or default would not adversely affect in a material manner all of the Projects taken as a whole or such Seller. None of Sellers or any of the VSH Entities is a party to any contract, instrument, commitment, agreement or other legally binding arrangement with any Host Customer in relation to PV Systems other than the Customer Agreements to which such Host Customer is a party.
View SourceView Similar (10)

Related to Transaction Documents and Customer Agreements

  • Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements: (a) in respect of each Customer Agreement that has been entered into prior to the Commencement Date: (i) at the next review date, or, if the Trader is able to unilaterally vary the Customer Agreement, within 12 months after the Commencement Date (whichever is earlier), the Trader must issue a unilateral variation to the Customer Agreement to include provisions that have substantially the same effect as the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017; or (ii) if the Trader is unable to unilaterally vary 1 or more Customer Agreements as set out in subparagraph (i), the Trader must: (A) use all reasonable endeavours to obtain at the next review of each Customer Agreement, or within 12 months, whichever is earlier, the agreement of the Customer to enter into a variation of the Customer Agreement to include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor under section 12 of the Contract and Commercial Law Act 2017; and (B) promptly provide notice to the Distributor if it is unable to obtain the agreement of the Customer required in subparagraph (A); or (b) in respect of each Customer Agreement that has been entered into after the Commencement Date, include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.