Common use of Additional Representations and Warranties of Seller Clause in Contracts

Additional Representations and Warranties of Seller. (a) Seller represents and warrants to Purchaser as follows: Schedule "E" attached hereto accurately sets forth (a) all agreements in force on the date hereof for the use, lease or occupancy of space in or at the Building (whether or not the terms hereof have commenced) to which Seller, its affiliates or designees are a party or are bound as landlord or to which any part of the Building is subject, (b) all subleases in force on the date hereof for the use, lease or occupancy of space in or at the Building (whether or not the terms thereof have commenced) to which any tenant under an Existing Lease is a party or is bound as sublandlord, and (c) all other tenancies or subtenancies in the Premises not arising out of the agreements or the subleases referred to in clauses (a) and (b) above, affecting the Premises on the date hereof (the agreements and subleases referred to in said clauses (a) and (b), together with all amendments and modifications thereof, and all of the tenancies and subtenancies referred to in clause (c) above are collectively referred to as the "Existing Leases," and all tenants, subtenants or other occupants of space pursuant to an Existing Lease are hereinafter collectively referred to as "Existing Tenant(s)". Seller is not a party to any sublease for the use, lease or occupancy of space in or at the Building (whether or not the term thereof has commenced). The data set forth on said Schedule "E" with respect to each Existing Lease includes an accurate statement of the name of each Existing Tenant, the space demised, the lease, sublease or tenancy expiration date, the security deposits and the base annual rent and additional rent currently payable. To the best of Seller's knowledge, no person or entity has or claims any right to possess the Premises or any part thereof except for the Existing Tenants shown in said Schedule "E". True and complete copies of all the Existing Leases and all guaranties and other documents, agreements and instruments relating thereto have been delivered to Purchaser but, for purposes of this Contract, Purchaser may rely on the data set forth in said Schedule "E". Except as otherwise set forth in said Schedule "E" or in the Existing Leases, to be best of Seller's knowledge:

Additional Representations and Warranties of Seller. Seller represents, warrants and covenants to Buyer that: As of the CP Satisfaction Date and subject to Permitted Liens, Seller has Site Control and will maintain Site Control for the remainder of the Term; Seller will execute a PGA and MSA (awith each Energy Storage System) prior to the Delivery Period, Seller represents will deliver to Buyer a true and warrants complete copy of such PGA and MSA, and such PGA and MSA, as originally executed by Seller, shall remain in full force and effect throughout the entire Delivery Period, subject to Purchaser such amendments or modifications as followsare deemed desirable or necessary by Seller and the CAISO, subject to approval of such amendments or modifications by Buyer, which approval shall not be unreasonably delayed or withheld; Seller will execute all necessary grid connection, maintenance, or transmission facility services agreements prior to the commencement of the Delivery Period, Seller will deliver to Buyer a true and complete copy of such agreements, and such agreements, as originally executed by Seller, shall remain in full force and effect throughout the entire Delivery Period, subject to such amendments or modifications as are deemed desirable or necessary by Seller and the counter-party to such agreements, subject to approval of such amendments or modifications by Buyer, which approval shall not be unreasonably delayed or withheld; and As of the Effective Date, Seller has not used, granted, pledged, assigned or otherwise committed to deliver during the Delivery Period any Capacity of the Project to meet the Resource Adequacy requirement of, or confer Resource Adequacy Benefits upon, any entity other than Buyer. Additional Covenants of Both Parties. Each Party covenants that through the Delivery Period: Schedule "E" attached hereto accurately sets forth It shall continue to be duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its formation; It shall maintain (aor obtain from time to time as required, including through renewal, as applicable, prior to such performance) all agreements Governmental Authority approvals and Required Permits necessary for it to legally perform its obligations under this Agreement; It shall perform its obligations under this Agreement in force on the date hereof for the use, lease or occupancy a manner that does not violate any of space in or at the Building (whether or not the terms hereof have commenced) and conditions of its governing documents, any contracts to which Seller, its affiliates or designees are a party or are bound as landlord or to which any part of the Building is subject, (b) all subleases in force on the date hereof for the use, lease or occupancy of space in or at the Building (whether or not the terms thereof have commenced) to which any tenant under an Existing Lease it is a party or is bound any Applicable Law; and It shall not dispute its status as sublandlord, and (c) all other tenancies or subtenancies in a “forward contract merchant” within the Premises not arising out meaning of the agreements or the subleases referred to in clauses (a) and (b) above, affecting the Premises on the date hereof (the agreements and subleases referred to in said clauses (a) and (b), together with all amendments and modifications thereof, and all of the tenancies and subtenancies referred to in clause (c) above are collectively referred to as the "Existing Leases," and all tenants, subtenants or other occupants of space pursuant to an Existing Lease are hereinafter collectively referred to as "Existing Tenant(s)". Seller is not a party to any sublease for the use, lease or occupancy of space in or at the Building (whether or not the term thereof has commenced). The data set forth on said Schedule "E" with respect to each Existing Lease includes an accurate statement of the name of each Existing Tenant, the space demised, the lease, sublease or tenancy expiration date, the security deposits and the base annual rent and additional rent currently payable. To the best of Seller's knowledge, no person or entity has or claims any right to possess the Premises or any part thereof except for the Existing Tenants shown in said Schedule "E". True and complete copies of all the Existing Leases and all guaranties and other documents, agreements and instruments relating thereto have been delivered to Purchaser but, for purposes of this Contract, Purchaser may rely on the data set forth in said Schedule "E". Except as otherwise set forth in said Schedule "E" or in the Existing Leases, to be best of Seller's knowledge:United States Bankruptcy Code.

Additional Representations and Warranties of Seller. (a) Seller represents represents, warrants and warrants covenants to Purchaser as followsBuyer that: Schedule "E" attached hereto accurately sets forth (a) all agreements in force on As of the date hereof CP Satisfaction Date and subject to Permitted Liens, Seller has Site Control and will maintain Site Control for the use, lease or occupancy of space in or at the Building (whether or not the terms hereof have commenced) to which Seller, its affiliates or designees are a party or are bound as landlord or to which any part remainder of the Building is subject, (b) all subleases in force on the date hereof for the use, lease or occupancy of space in or at the Building (whether or not the terms thereof have commenced) to which any tenant under an Existing Lease is a party or is bound as sublandlord, and (c) all other tenancies or subtenancies in the Premises not arising out of the agreements or the subleases referred to in clauses (a) and (b) above, affecting the Premises on the date hereof (the agreements and subleases referred to in said clauses (a) and (b), together with all amendments and modifications thereof, and all of the tenancies and subtenancies referred to in clause (c) above are collectively referred to as the "Existing Leases," and all tenants, subtenants or other occupants of space pursuant to an Existing Lease are hereinafter collectively referred to as "Existing Tenant(s)". Seller is not a party to any sublease for the use, lease or occupancy of space in or at the Building (whether or not the term thereof has commenced). The data set forth on said Schedule "E" with respect to each Existing Lease includes an accurate statement of the name of each Existing Tenant, the space demised, the lease, sublease or tenancy expiration date, the security deposits and the base annual rent and additional rent currently payable. Term; To the best of Seller's ’s knowledge, no each specification and description of the Project and the Product in Article 1 is true and correct. Seller covenants that, throughout the Term, Seller will promptly provide Buyer with Notice of any change in any material respect in any of the specifications or descriptions set forth in Article 1; Seller will execute a PGA and MSA (with each Generating Unit) prior to the Delivery Period, Seller will deliver to Buyer a true and complete copy of such PGA and MSA, and such PGA and MSA, as originally executed by Seller, shall remain in full force and effect throughout the entire Delivery Period, subject to such amendments or modifications as are deemed desirable or necessary by Seller and the CAISO, subject to approval of such amendments or modifications by Buyer, which approval shall not be unreasonably delayed or withheld; Seller will execute all necessary grid connection, maintenance, or transmission facility services agreements prior to the commencement of the Delivery Period, Seller will deliver to Buyer a true and complete copy of such agreements, and such agreements, as originally executed by Seller, shall remain in full force and effect throughout the entire Delivery Period, subject to such amendments or modifications as are deemed desirable or necessary by Seller and the counter-party to such agreements, subject to approval of such amendments or modifications by Buyer, which approval shall not be unreasonably delayed or withheld; As of the Effective Date, Seller has not used, granted, pledged, assigned or otherwise committed to deliver during the Delivery Period any Capacity of the Project to meet the Resource Adequacy Requirement of, or confer Resource Adequacy Benefits upon, any entity other than Buyer; and Seller has obtained, or will obtain, all necessary Emissions Reductions Credits and/or Marketable Emission Trading Credits required for the Project to operate in conformance with this Agreement and in accordance with Applicable Laws, including any applicable environmental laws, rules, regulations, and permits. Seller’s Affirmative Covenants. Seller shall maintain and preserve its existence as a [_____] limited liability company formed under the laws of the State of [_____] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall, from time to time as requested by Buyer, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the rights, liens and priorities of Buyer with respect to its Priority Security Interest and the Subordinated Security Interest furnished pursuant to this Agreement. Seller covenants throughout the Delivery Term that it shall maintain ownership of a fee, easement, long-term leasehold interest, or other similar asset ownership interest in the Project. Seller’s Negative Covenants. Seller shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any disqualified stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or disqualified stock issued, in connection with the financing or refinancing of the development, construction, ownership or operation of the Project. Except for Permitted Liens, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person or entity has or claims any right to possess lien on Seller’s interest in the Premises Site, the Project, or any part thereof except or interest therein. Seller shall promptly pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for the Existing Tenants shown in said Schedule "E". True and complete copies of all the Existing Leases and all guaranties and labor, materials, supplies or other documents, agreements and instruments relating thereto have been delivered to Purchaser but, for purposes of this Contract, Purchaser may rely on the data set forth in said Schedule "E". Except as otherwise set forth in said Schedule "E" or obligations upon Seller’s interest in the Existing LeasesSite, the Project, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Site, the Project or a material part thereof or interest therein. Seller shall promptly notify Buyer of any attachment or imposition of any lien against Seller’s interest in the Site, the Project, or any part thereof or interest therein. On and after the CP Satisfaction Date, Seller shall not permit the amount of Seller’s Debt, to be best exceed the amount designated in Appendix 22.4.3 as applicable to each period described therein. Seller shall not hold any material assets, become liable for any material obligations or engage in any material business activities other than directly associated with the development, construction, ownership or operation of the Project. Seller shall not own, form or acquire, or otherwise conduct any of its activities through, any direct or indirect subsidiary. During any period during which a Seller is a Defaulting Party, Seller shall not (i) declare or pay any dividend, or make any other distribution or payment, on account of any equity interest in Seller or (ii) otherwise make any distribution or payment to any Affiliate of Seller (excluding payments to such Affiliates for reasonable expenses related to the operation, maintenance and management of the Project). Seller will not use, grant, pledge, assign or otherwise commit to deliver during the Delivery Period any Capacity of the Project to meet the Resource Adequacy Requirement of, or confer Resource Adequacy Benefits upon, any entity other than Buyer. Seller shall not permit any Lenders that are Affiliates of Seller to have a security interest senior to Buyer’s Subordinated Security Interest unless all of the Lenders are Affiliates of Seller's knowledge:.

Additional Representations and Warranties of Seller. (a) Seller represents represents, warrants and warrants covenants to Purchaser as followsBuyer that: Schedule "E" attached hereto accurately sets forth (a) all agreements in force on As of the date hereof CP Satisfaction Date and subject to Permitted Liens, Seller has Site Control and will maintain Site Control for the use, lease or occupancy of space in or at the Building (whether or not the terms hereof have commenced) to which Seller, its affiliates or designees are a party or are bound as landlord or to which any part remainder of the Building is subject, (b) all subleases in force on the date hereof for the use, lease or occupancy of space in or at the Building (whether or not the terms thereof have commenced) to which any tenant under an Existing Lease is a party or is bound as sublandlord, and (c) all other tenancies or subtenancies in the Premises not arising out of the agreements or the subleases referred to in clauses (a) and (b) above, affecting the Premises on the date hereof (the agreements and subleases referred to in said clauses (a) and (b), together with all amendments and modifications thereof, and all of the tenancies and subtenancies referred to in clause (c) above are collectively referred to as the "Existing Leases," and all tenants, subtenants or other occupants of space pursuant to an Existing Lease are hereinafter collectively referred to as "Existing Tenant(s)". Seller is not a party to any sublease for the use, lease or occupancy of space in or at the Building (whether or not the term thereof has commenced). The data set forth on said Schedule "E" with respect to each Existing Lease includes an accurate statement of the name of each Existing Tenant, the space demised, the lease, sublease or tenancy expiration date, the security deposits and the base annual rent and additional rent currently payable. Term; To the best of Seller's ’s knowledge, no person each specification and description of the Project and the Product in Article 1 is true and correct. Seller covenants that, throughout the Term, Seller will promptly provide Buyer with Notice of any change in any material respect in any of the specifications or entity has or claims any right to possess the Premises or any part thereof except for the Existing Tenants shown in said Schedule "E". True and complete copies of all the Existing Leases and all guaranties and other documents, agreements and instruments relating thereto have been delivered to Purchaser but, for purposes of this Contract, Purchaser may rely on the data descriptions set forth in said Schedule "E"Article 1; Seller will execute a PGA and MSA (with each Energy Storage System) prior to the Delivery Period, Seller will deliver to Buyer a true and complete copy of such PGA and MSA, and such PGA and MSA, as originally executed by Seller, shall remain in full force and effect throughout the entire Delivery Period, subject to such amendments or modifications as are deemed desirable or necessary by Seller and the CAISO, subject to approval of such amendments or modifications by Buyer, which approval shall not be unreasonably delayed or withheld; Seller will execute all necessary grid connection, maintenance, or transmission facility services agreements prior to the commencement of the Delivery Period, Seller will deliver to Buyer a true and complete copy of such agreements, and such agreements, as originally executed by Seller, shall remain in full force and effect throughout the entire Delivery Period, subject to such amendments or modifications as are deemed desirable or necessary by Seller and the counter-party to such agreements, subject to approval of such amendments or modifications by Buyer, which approval shall not be unreasonably delayed or withheld; As of the Effective Date, Seller has not used, granted, pledged, assigned or otherwise committed to deliver during the Delivery Period any Capacity of the Project to meet the Resource Adequacy Requirement of, or confer Resource Adequacy Benefits upon, any entity other than Buyer; and Seller has obtained, or will obtain, all necessary Emissions Reductions Credits and/or Marketable Emission Trading Credits required for the Project to operate in conformance with this Agreement and in accordance with Applicable Laws, including any applicable environmental laws, rules, regulations, and permits. Except Seller’s Affirmative Covenants. Seller shall maintain and preserve its existence as otherwise set forth in said Schedule "E" a [_____] limited liability company formed under the laws of the State of [_____] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall, from time to time as requested by Buyer, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the rights, liens and priorities of Buyer with respect to its Priority Security Interest and the Subordinated Security Interest furnished pursuant to this Agreement. Seller covenants throughout the Delivery Term that it shall maintain ownership of a fee, easement, long-term leasehold interest, or other similar asset ownership interest in the Existing LeasesProject. Seller’s Negative Covenants. Seller shall not create, to be best incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any disqualified stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or disqualified stock issued, in connection with the financing or refinancing of Seller's knowledge:the development, construction, ownership or operation of the Project.