Additional Representations and Warranties of Seller. On the Effective Date and throughout the Term, Seller hereby further represents and warrants to PGE that:
12.3.1 Seller has the right to sell the Product to PGE free and clear of liens of encumbrances;
12.3.2 Seller has title to the Product sold under this Agreement free and clear of liens and encumbrances;
12.3.3 Seller is authorized to sell power at market-based rates pursuant to FERC Dockets Number ER [ ];
12.3.4 The Facility is either an EWG or a QF;
12.3.5 Seller has obtained, or will obtain as and when required by this Agreement, all Permits and all other rights and agreements required to construct, own, operate and maintain the Facility, and they will be in full force and effect for the Term;
12.3.6 All leases of real property and other real property rights and agreements required for the operation of the Facility or the performance of any obligations of Seller under this Agreement have been obtained and are owned by Seller, free and clear of liens and encumbrances;
12.3.7 Except as disclosed on Exhibit E, neither Seller nor any Affiliate of Seller has entered into any document, arrangement, understanding, promise or agreement or the like with any Person concerning, with respect to the Facility, (i) remediation or mitigation of environmental impacts, (ii) endangered species, (iii) migratory birds (including eagles), (iv) wildlife and species of conservation concern (state and federal), (v) environmentally, culturally or historically sensitive property or resources, (vi) a military facility, or (vii) national security. In addition, neither Seller nor any Affiliate of Seller has entered into any agreement where public disclosure of the agreement or the subject matter of the agreement could reasonably be expected to negatively affect the Facility’s reputation.
12.3.8 Except as disclosed in Exhibit K, there is no litigation, legal action or administrative action pending with respect to the Facility nor, to Seller’s knowledge, is any such litigation, legal action or administrative action threatened.
12.3.9 Seller has at all times been fully compliant with the requirements of the Federal Trade Commission’s “Green Guides,” 77 F.R. 62122, 16 C.F.R. Part 260, as amended or restated in any communication concerning Facility Output, the Facility or the Bundled RECs.
Additional Representations and Warranties of Seller. The Seller does hereby make the following representations and warranties on which the Trustee shall rely in accepting the Receivables in trust and authenticating the Certificates.
Additional Representations and Warranties of Seller. Seller hereby further represents and warrants to the Agent, the Managing Agents and the Purchasers, on and as of the date hereof, the date of each Incremental Purchase and the date of each Reinvestment that:
Additional Representations and Warranties of Seller. As an inducement to the Purchaser to enter into this Agreement, the Seller hereby represents and warrants, to the knowledge of Seller and except as otherwise Disclosed by Seller, as follows:
Additional Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser, and to Purchaser’s successors and assigns, as of the Effective Date, that:
(a) Seller is the sole legal and beneficial owner of and has good and marketable title to the Transferred Rights, free and clear of any and all liens, claims, security interests, participations, or encumbrances of any kind or nature whatsoever and will transfer to Purchaser such good and marketable title, free and clear of liens and encumbrances of any kind;
(b) no payment or other distribution has been received by or on behalf of Seller in full or partial satisfaction of the Transferred Rights;
(c) Seller has not previously sold, conveyed, transferred, assigned, participated, pledged or otherwise encumbered the Transferred Rights, in whole or in part, to any party (or agreed to do any of the foregoing);
(d) Seller has not engaged in any acts, conduct or omissions, or had any relationship with the Debtors or its affiliates, that would reasonably result in Purchaser receiving in respect of the Transferred Rights proportionately less in payments or distributions or less favorable treatment than other similarly situated creditors of the Debtors;
(e) Seller has not received any written notice, other than those publicly available in the Cases (if any) or otherwise, that the Transferred Rights are void or voidable or subject to any disallowance, reduction, impairment or objection of any kind;
(f) Seller is not an “affiliate” or “insider” within the meaning of Sections 101(2) and 101(31), respectively, of the Bankruptcy Code and is not, and has not been, a member of any official or unofficial creditors’ committee appointed in the Cases;
(g) Seller is not, and never has been, “insolvent” within the meaning of Section 1-201(23) of the Uniform Commercial Code or within the meaning of Section 101(32) of the Bankruptcy Code;
(h) Seller has no obligation or liability to the Debtors, and has not effected and will not effect any netting, setoff or recoupment against the Debtors in respect of the Transferred Rights; and
(i) either (i) no interest in the Transferred Rights is being sold by or on behalf of one or more Benefit Plans (as defined below) or (ii) the transaction exemption set forth in one or more U.S. Department of Labor Prohibited Transaction Exemptions (“PTEs”), such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transa...
Additional Representations and Warranties of Seller. Seller additionally represents and warrants to Purchaser, as of the date hereof, that:
Additional Representations and Warranties of Seller. In addition to the representations and warranties of Seller set forth in SECTION 6.01, Seller hereby represents and warrants as follows:
Additional Representations and Warranties of Seller. Seller represents and warrants to Buyer, Administrative Agent and each Secured Party as of the date hereof and as of each date on which a purchase and sale or contribution, as applicable, is made hereunder, as follows:
Additional Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:
Additional Representations and Warranties of Seller. Additional Representations and Warranties of Seller . . . . . . . . . . . . . . . . 5 ARTICLE EIGHT FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER Section 8.01. Fleetwood Credit Not to Resign as Servicer . . . . . . . . . . . . . . . . . . . . . 6 ARTICLE NINE AGENT FOR SERVICE
