Additional Representations and Warranties of Buyer Sample Clauses
Additional Representations and Warranties of Buyer. Buyer represents and warrants to Seller that (x) neither Buyer nor any Affiliate of Buyer is in any way affiliated with Seller, General Electric Capital Corporation, General Electric Company or any Affiliate of General Electric Company, and (y) that, with respect to each source of funds (other than the Loan) to be used by Buyer to purchase the Assets (each a “Source”), at least one of the following statements shall be accurate as of the Closing Date: (i) the Source does not include the assets of (A) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA, or (B) a “plan” as defined in Section 4975(a) of the Code, or (ii) the Source includes the assets of (A) an “employee benefit plan” as defined in Section 3(3) of ERISA or (B) a “plan” as defined in Section 4975 of the Code (each of which has been identified to the Seller in writing pursuant to this Section 4.7 at least ten (10) Business Days prior to the Closing Date), but the use of such Source to purchase the Assets will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. Buyer further represents, warrants and covenants to Seller as follows
(i) Buyer is not now nor shall it be at any time prior to the Closing a Person with whom a United States citizen, entity organized under the Laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States Law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”), including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC (“Specially Designated Nationals and Blocked Persons”) or otherwise.
(ii) Neither Buyer nor any Person who owns a direct interest in Buyer (collectively, a “Buyer Party”) is now nor shall be at any time until Closing a Person with whom a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. 5312, as periodically ame...
Additional Representations and Warranties of Buyer. 5.1.16.1 Buyer is a Permitted Equity Transferee, as such term is defined in the Master Agreements.
5.1.16.2 None of Buyer, any Person that Controls Buyer, or any of their respective Principal Persons is a Prohibited Person.
5.1.16.3 Buyer and its Principal Persons are in compliance with the Anti-Terrorism Order and have not previously violated the Anti-Terrorism Order.
5.1.16.4 Each of Buyer, any Person that Controls Buyer, and each of their respective Principal Persons, employees and agents is in compliance with the Office of Foreign Assets Control of the Treasury and all applicable Corrupt Practices Laws and has complied with and all applicable Corrupt Practices Laws in obtaining any consents, licenses, approvals, authorizations, rights or privileges with respect to the acquisition of its membership interests in the Company. 33 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
5.1.16.5 The internal management and accounting practices and controls of Buyer are adequate to ensure compliance with all Corrupt Practices Laws.
5.1.16.6 Buyer is not a Cash Grant Disqualified Person.
5.1.16.7 Buyer is not a First Solar Competitor (as defined in the MIPSA).
5.1.16.8 The sale to Buyer of the Assigned Interests will not violate any of the restrictions set forth in Schedule 5.1.
Additional Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the Execution Date and as of the Closing Date (unless a specific date is set forth below, in which case such specific date shall apply to such representation and warranty), as follows:
Additional Representations and Warranties of Buyer. The Buyer represents and warrants to each of the other parties to this Agreement for their benefit and for the benefit of each of their respective successors and assigns as of the Commitment Date and as of the Closing Date that:
Additional Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
Additional Representations and Warranties of Buyer. As a material inducement to entering into this Agreement, Buyer hereby represents and warrants to Seller as of the Execution Date as follows:
(a) Buyer is entering into this Agreement for the purpose of acquiring Product for sale to the Project Participant pursuant to the Clean Energy Purchase Contract; and
(b) any amounts payable by Buyer under this Agreement shall (i) other than the Prepayment, be payable as an item of Operating Expense under (and as defined in) the Bond Indenture, and (ii) not constitute an indebtedness or liability of Buyer within the meaning of any constitutional or statutory limitation or restriction applicable to Buyer.
Additional Representations and Warranties of Buyer. As of the Effective Date, Buyer hereby represents and warrants to Seller that:
43 49 A. All information Buyer has provided to Seller, pursuant to Seller's written request, for use in permitting and/or financing is to the best of Buyer's knowledge true and correct in all material respects.
Additional Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the date of this Agreement, the First Closing Date, and the Second Closing Date that:
Additional Representations and Warranties of Buyer. In addition and without limiting any other provision herein, Buyer represents and warrants to Seller that:
(a) those of Buyer’s existing utility accounts identified in Exhibit B attached hereto (the “Buyer Recipient Accounts”) are accounts with the Utility; and
(b) Buyer, to the best of its knowledge after reasonable inquiry, has provided to Seller complete and correct records of its electricity usage and costs with respect to the Buyer Recipient Accounts.
Additional Representations and Warranties of Buyer. The Buyer hereby represents and warrants with the Seller that the Buyer has (i) been represented by counsel, (ii) had the opportunity to make a complete and thorough review of the OSP Contracts and all related documents, sufficient for it to understand the benefits and risks of the transactions contemplated by this Agreement, and (iii) that the Buyer is not relying on any representations or warranties by the Seller or any person actually or purportedly acting on the Seller’s behalf with respect to any matter affecting or arising out of or in connection with the OSP Contracts, except as otherwise expressly set forth in this Agreement.