Common use of 1Seller’s Representations and Warranties Clause in Contracts

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [limited liability company/corporation/partnership], duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where the Facility will be constructed. Seller acknowledges that Buyer is purchasing the Product under this Agreement and does not intend to be the lead agency for the Facility.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [limited liability company/corporation/partnershiptype of entity], duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, Seller (subject to any permits that have not yet been obtained by Seller), the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where the The Facility will be constructedlocated in the State of California. Seller acknowledges that Buyer is purchasing will be responsible for obtaining all permits necessary to construct and operate the Product under this Agreement Facility and Seller will be the applicant on any CEQA documents. Xxxxx does not intend to be the lead agency for the Facility.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [limited liability company/corporation/partnershipXXX], duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with is responsible for obtaining all applicable federal, state permits necessary to construct and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where operate the Facility and Seller or an Affiliate will be constructed. Seller acknowledges that Buyer is purchasing the Product under this Agreement and does not intend to be the lead agency for the Facilityapplicant on any CEQA documents.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: : (a) Seller is a [limited liability _______] company/corporation/partnership], duly organized, validly existing and in good standing under the laws of the jurisdiction State of its formation[_______], and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. . (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company corporate action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. . (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. . (d) This Agreement has been duly executed and delivered by XxxxxxSeller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal. (e) The Facility is located in the State of [__________]. (f) All Energy and associated Green Attributes sold and delivered to Buyer hereunder, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where the Facility will be constructed. Seller acknowledges that Buyer is purchasing the Product under this Agreement and does not intend to be the lead agency for the Facilityqualify as PCC1.

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants (which representations and warranties shall survive the Closing hereof) that as follows: of the date hereof, and as of the Closing: (A) Each Seller is a [limited liability company/corporation/partnership], corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State listed on the first page of its formation, this Agreement and is duly qualified to conduct do business and is in good standing with the state of California governmental agencies having jurisdiction over the Assets; (B) Seller owns the Assets and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. Seller has the requisite power and authority to enter into this Agreement, to carry out the transactions contemplated hereby, to transfer the Assets in the manner contemplated by this Agreement, and perform to undertake all of the obligations of Seller set forth in this Agreement; (C) This Agreement and any documents or instruments delivered by Seller at the Closing shall constitute legal, valid and binding obligations of Seller, enforceable in accordance with their terms; (D) Seller has good and marketable title to the Assets and the interests in the Leases are true, correct, complete and in full force and effect; (E) To the best of Seller's knowledge, the production data and computer printouts or other data or documentation furnished by Seller to Buyer, and any supplement thereto, is materially complete and the information reported therein is materially correct, in all respects, as of the date of such delivery, except that no representation or warranty is made as to interpretive data included therein. From the date of this Agreement until the Closing Date, should Seller become aware of any material change in the matters reflected in such data and documentation theretofore furnished by Seller to Buyer, Seller shall promptly notify Buyer of such change; (F) Seller has incurred no obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of the matters provided for in this Agreement, and, if any such obligation or liability exists, it shall remain an obligation of Seller, and Buyer shall have no responsibility therefor; (G) To the best of Seller's knowledge, with respect to the Leases and Contracts: (i) Seller has fulfilled all requirements for filings, certificates, disclosures of parties in interest, and other similar matters contained in (or otherwise applicable thereto by law, rule or regulation) the Leases and Contracts and is fully qualified to own and hold the Assets; (ii) there are no express obligations to engage in continuous development operations in order to maintain any Lease, except as reflected in the Leases; (iii) there are no provisions applicable to such Leases or other documents which increase the royalty share of the lessor thereunder except as such increases are reflected in the Leases; and (iv) each of the foregoing are valid and subsisting and all rental payments, royalty payments, shut-in payments, or other payments or commitments required thereunder have been made and are current to date, and no default exists with regard thereto; (H) With respect to the joint, unit or other operating agreements relating to the Assets, to the best of Seller's knowledge: (i) there are no outstanding calls or payments under authorities for expenditures for payments which are due or which Seller has committed to make which have not prohibited been made; (ii) pursuant to balancing arrangements contained therein, Seller does not have obligations to other parties thereto which would operate to have a portion of Seller's share of production from entering any Well delivered after the Effective Time without receipt by Buyer of that price which would have been received in the absence of such arrangement or situation, except as set forth in Exhibit D; (iii) Seller has informed Buyer of, or Exhibit A reflects, the status of all operations by less than all parties; and (iv) there are no operations under the operating agreements with respect to which Seller has become a non-consenting party, except as reflected on Exhibit A; (I) Seller has not entered into this Agreement any contracts for or discharging received prepayments, take-or-pay arrangements, buydowns, buyouts for Oil and performing Gas, storage of the same, or other balancing arrangements which Buyer will be obligated to honor and make deliveries of Oil and Gas or refunds of amounts previously made under such contracts or arrangements; (J) To the best of Seller's knowledge, all covenants of the Xxxxx have been drilled and obligations completed at legal locations within the boundaries of the appropriate Lease; and all drilling and completion of the Xxxxx and all development and operations of the Assets have been conducted in all respects in compliance with all applicable laws, ordinances, rules, regulations, permits, and judgments, orders and decrees of any court or governmental body or agency, including but not limited to Environmental Laws. To the best of Seller's knowledge, no Well is subject to penalties on allowables after the date hereof because of any overproduction or violation of applicable laws, rules, regulations, permits or judgments, orders or decrees of any court or governmental body or agency which would prevent such Well from being entitled to its part full legal and regular allowance from and after the date hereof as prescribed by any court or governmental body or agency; (K) To the best of Seller's knowledge, all personal property and fixtures to be performed under and conveyed pursuant to this Agreement, except where such failure does including, but not limited to, the Related Assets, have been maintained in all respects in a material adverse effect on state of repair so as to be adequate for normal operations and are in all respects in good working order; (L) There is no suit, action, claim, investigation or inquiry pending or threatened arising out of or with respect to the ownership, operation or environmental condition of the Assets; (M) Seller is not aware of any facts relating to the condition of the Assets which may result in a suit, action, claim, investigation or inquiry with respect to Environmental Laws or regulations or other legal requirements thereunder. To the best of Seller’s performance under this Agreement. The execution's knowledge, delivery and performance of this Agreement the Assets have not been used by Seller to generate, treat, transport or dispose of any hazardous wastes, hazardous substances or any contaminant in violation of any Environmental Law; (N) To the best of Seller's knowledge, Seller has been duly authorized by acquired all permits, licenses, approvals and consents from appropriate governmental bodies, authorities and agencies necessary limited liability company action to conduct operations on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and Assets in compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal, state and local laws, statutesrules, ordinances, rules and regulations, ordinances and the orders orders. Seller is in compliance with all such permits, licenses, approvals and decrees consents and with all applicable Environmental Laws. There are no proceedings pending or threatened challenging, or seeking revocation or limitation of any courts such permits, licenses, approvals and consents. All plans, applications, reports, certificates and other instruments filed with or administrative bodies furnished to any governmental body, authority or tribunalsagency do not (1) contain any untrue statement of fact or (2) omit any statement of fact necessary to make the statements therein not misleading; (O) No person shall have any call upon, includingoption to purchase, without limitation those related or similar rights with respect to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict any portion of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, production from the local jurisdiction where Leases; (P) Except for immaterial obligations incurred by Seller in normal day-to-day operations of the Facility Assets, there are no borrowings, loan agreements, promissory notes, pledges, mortgages, guaranties, liens and similar liabilities (direct and indirect) which are secured by or constitute an encumbrance on the Assets that will not be constructed. Seller acknowledges that Buyer is purchasing released as of the Product under this Agreement Closing; (Q) There are no preferential rights providing a third party the option to purchase any of the Assets; (R) To the best of Sellers knowledge, the gas imbalances reflected on Exhibit D are true and does not intend to be correct; and (S) None of the lead agency for the FacilityAssets are involved in, covered by or included in any tax partnerships.

1Seller’s Representations and Warranties. As Except as may be otherwise set forth in the Property Documents, Seller hereby makes the following representations and warranties, as of the Effective Date, Seller represents date of this Agreement and warrants as follows: Seller is a [limited liability company/corporation/partnership], duly organized, validly existing and in good standing under the laws of the jurisdiction Close of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of SellerEscrow: 12.1. Seller 1Seller has the power requisite right, legal capacity and authority to enter into this Agreement, to perform its obligations hereunder and perform to consummate the transaction contemplated hereby. This Agreement and all other agreements, documents and instruments to be executed in connection herewith have been effectively authorized by all necessary action on the part of Seller, which authorizations remain in full force and effect, have been duly executed and delivered by Seller, and no other proceedings on the part of Seller are required to authorize this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreementthe transactions contemplated hereby. The execution, delivery and performance ​ 12.1. 2Performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does shall not and will not require the consent of result in any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreementbreach of, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a any default under under, any Law presently in effect having applicability to Sellercontract, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which render Seller insolvent. 12.1. 3Seller is duly formed and validly existing in its state of formation and in good standing in the State of Delaware. Seller has the power, right and authority to enter into this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the power, right and authority to bind Seller. 12.1. 4Seller has not received any of its property is bound. This Agreement written notice from any governmental authority, and Seller does not otherwise have knowledge, that the Property does not comply with any applicable law, ordinance, regulation or governmental order, or that any investigation has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall commenced respecting any possible failure to comply with all any applicable federallaw, state ordinance, regulation or governmental order. 12.1. 5There is no claim, action, litigation, arbitration or other proceeding pending or to Seller’s knowledge, threatened, against the Property, Seller or the transactions contemplated hereby and local lawsthere is currently no governmental investigation, statutesthreatened litigation or arbitration proceedings to which Seller is, ordinancesor would be, rules and regulationsa party which relates or would relate to the Property. There is no action, and the orders and decrees of any courts suit, investigation or proceeding (administrative bodies or tribunalsotherwise) or governmental investigation, formal or informal, including, without limitation but not limited to, eminent domain, condemnation, assessment district or zoning change or the environmental condition of the Property (or portion thereof), pending, or to Seller’s knowledge, threatened against or affecting Seller or the Property or any portion of it, the transactions contemplated hereby, or which might affect the right of Buyer to own, operate, or possess the Property or which might have a material effect on the Property, or which adversely affects Seller’s ability to perform hereunder, nor does Seller know of any fact which might give rise to any such action, suit, investigation or proceeding. 12.1. 6To Seller’s knowledge, there are no presently pending or anticipated special assessments, except those related shown on the Permitted Exceptions. To Seller’s knowledge, there are no existing, proposed or contemplated plans to employment discrimination widen, modify, or realign any street or highway which affects the contemplated size of, use of, or set-backs on the Property and prevailing wagethe improvements. 12.1. 7To Seller’s knowledge, non-discrimination (i) no Hazardous Materials are now or were formerly used, stored, generated, manufactured, installed, treated, discharged, disposed of or otherwise present at or about the Property, no Hazardous Material was removed or transported from the Property and non-preferenceno underground storage tanks exist on any part of the Property, (ii) the Property is free and conflict has always been free from Hazardous Materials and is not and has never been in violation of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvalsEnvironmental Laws, including without limitation(iii) Seller, environmental clearance under the California Environmental Quality Act (“CEQA”) nor to Seller’s knowledge, any predecessor of Seller, has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other environmental lawformal or informal notice alleging that conditions on the Property are or have been in violation of any Environmental Law, from or informing Seller that the local jurisdiction where Property is subject to investigation or inquiry regarding Hazardous Substances on the Facility will be constructed. Seller acknowledges that Buyer is purchasing the Product under this Agreement and does not intend to be the lead agency for the Facility.Property or ​ ​

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: Seller is a [limited liability company/corporation/partnershipcompany][corporation], duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary [limited liability company company][corporate] action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, Seller (subject to any permits that have not yet been obtained by Seller), the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where the The Facility will be constructedlocated in the State of [California]. Seller acknowledges that Buyer is purchasing will be responsible for obtaining all permits necessary to construct and operate the Product under this Agreement Facility and does not intend to Seller will be the lead agency for applicant on any CEQA documents. As of the Facility.Effective Date, Seller further represents and warrants as follows:

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows: : (a) Seller is a [limited liability _______] company/corporation/partnership], duly organized, validly existing and in good standing under the laws of the jurisdiction State of its formation[_______], and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. . (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company corporate action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. . (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. . (d) This Agreement has been duly executed and delivered by XxxxxxSeller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and . (e) The Facility is located in the orders and decrees State of any courts or administrative bodies or tribunals, including, without limitation those related to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where the Facility will be constructed. Seller acknowledges that Buyer is purchasing the Product under this Agreement and does not intend to be the lead agency for the Facility[__________].

1Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as followsto Purchaser that to Seller's actual knowledge: Seller (a) there is a [limited liability company/corporation/partnership]no pending or threatened condemnation or similar proceeding affecting the Property or any portion thereof; (b) there exist no uncured written notices which have been served by any Governmental Authority of violations of law, duly organized, validly existing and rules or regulations which would affect the Property or any portion thereof or its proposed development in good standing under any material respect; (c) no Governmental Authority has imposed any requirement that would bind Purchaser to pay directly or indirectly any special fees or contributions or incur any expenses or obligations in connection with the laws development of the jurisdiction of its formationProperty or any portion thereof, except for customary building permit and is qualified to conduct business inspection fees, customary connection or tap-in the state of California fees and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. other ordinary and usual fees paid by homebuilders, if any; and (d) Seller has the full right, power and authority to enter into this Contract and, at each Closing, will have the right, power and authority to consummate the transactions contemplated thereby and all required corporate, partnership or other action necessary to authorize Seller to enter into and consummate the transactions contemplated herein has been, or upon each applicable closing will have been, taken and the joinder of no person or entity other than Seller will be necessary to execute and deliver such documents and instruments at each applicable Closing and to perform all obligations of Seller hereunder applicable thereto. As used in this Agreement Section 7.01, any and all references to "Seller's actual knowledge" shall mean the actual (not constructive) knowledge of the Chairman of the Board of Seller then serving. It is not prohibited from entering into this Agreement or discharging also expressly agreed and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance understood that the Chairman of this Agreement by the Board of Seller has been duly authorized by all necessary limited no duty imposed or implied to investigate, inspect, or audit any such matters contained in this Section 7.01 and such individuals are acting solely in their representative capacity for Seller and any liability company action resulting hereunder based on the part actions of such individuals, including, but not limited to, the breach of any warranty or representation contained herein, shall merely be that of Seller and does not such individual. To the extent Purchaser has or acquires actual knowledge that these representations and will not require the consent of warranties are inaccurate, untrue, or incorrect in any trustee way, such representations and warranties shall be deemed modified to reflect Purchaser's knowledge or holder of any indebtedness deemed knowledge. Purchaser shall be deemed to know a representation or other obligation of Seller warranty is untrue, inaccurate, or incorrect if this Contract or any other party files, documents, materials, analyses, studies, tests, or reports delivered to any other agreement and obtained by Purchaser from Seller prior to Closing contains information which is inconsistent with Sellersuch representation or warranty. The execution If it is determined before Closing that Seller has breached its representations and delivery of warranties set forth in this Agreementsection, consummation Purchaser shall have the right, as its sole remedy, to terminate this Contract by giving notice thereof to Seller upon the earlier to occur of the transactions contemplated hereindate of the next applicable Closing or within thirty (30) days after Purchaser becomes aware of said breach. In the event that Purchaser fails to so terminate on or before the earlier to occur of the date of the next applicable Closing or expiration of such thirty (30)-day period, Purchaser shall automatically be deemed to have waived any objection to such untrue or inaccurate warranty or representation and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. This Agreement has been duly executed and delivered by Xxxxxx. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ no rights or by the exercise of judicial discretion in accordance remedies shall ever be available to Purchaser with general principles of equity. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation those related respect to employment discrimination and prevailing wage, non-discrimination and non-preference, and conflict of interest. Seller shall maintain Site Control throughout the Delivery Term. Seller shall obtain any and all applicable permits and approvals, including without limitation, environmental clearance under the California Environmental Quality Act (“CEQA”) or other environmental law, from the local jurisdiction where the Facility will be constructed. Seller acknowledges that Buyer is purchasing the Product under this Agreement and does not intend to be the lead agency for the Facilitysuch breach.