Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that:
(i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”)
(ii) If the Project utilizes Energy Storage, Seller has provided to SCE a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s), in addition to the Product delivered to SCE under this Agreement.
(b) As of the Initial Delivery Date, Seller represents and warrants to SCE that the Project, and each Storage Unit (if any) included within the Project:
(i) has a remaining design life that is at least equal to the number of years required for the Project to operate until the end of the Term in accordance with Prudent Electrical Practices, as attested by an Independent Engineer;
(ii) is incremental capacity to the [SCE note: insert applicable circuit/substation]; and
(c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that:
(i) Seller has good title to and is the sole owner of such Project Security;
(ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and
(iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto.
(d) On the Project Completion Date, the Initial Delivery Date, and each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project.
(e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider or by any Customer that is part of the Project that the disease designated COVID-19 or the related virus designated SARS-CoV-2, or any mutation o...
Additional Seller Representations and Warranties. In addition to the representations and warranties of Seller set forth in Article IV, Seller hereby represents and warrants to Purchaser (if “none” is written below, then there are no additional representations and warranties under Article IV of the Agreement):
(a) none.
Additional Seller Representations and Warranties. Seller further represents and warrants to Buyer as of each delivery of any Product under this Agreement that:
(i) Seller has the right to sell and deliver the Product to Buyer.
(ii) The Product is delivered to Buyer free and clear of any liens, other encumbrances, or defects in title; and
(iii) To the extent delivered to Buyer:
(A) any Environmental Attributes (including any RECs) delivered to Buyer meet the requirements of Applicable Law and any certifying or registering entity having jurisdiction over such Environmental Attributes as of the date of such delivery; and
(B) any Environmental Attributes have not been sold, retired, claimed, or represented as a part of any electric product or sales, or used to satisfy any renewable energy, greenhouse gas, or other environmental attributes obligation under any applicable voluntary program or Applicable Law in any jurisdiction.
Additional Seller Representations and Warranties. (a) As of the Effective Date, Seller represents and warrants to SCE that:
(i) Seller is/ is not {SCE note: select applicable option}an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); and
(ii) Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE.
(b) As of the Effective Date and, if applicable, as of each time that a Generating Facility is added to the Project, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any Product to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE.
(c) On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that:
(i) Seller has good title to and is the sole owner of such Project Security;
(ii) Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and
(iii) Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto.
(d) On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project.
(e) As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or ...
Additional Seller Representations and Warranties. You represent and warrant that as of the time you accept an offer or a Buyer counter-offer, or make a counter-offer, you are the current registrant of the Domain Name (or the current registrant's authorized agent) with full authority to enter into this agreement and to sell and transfer the Domain Name to the Buyer as contemplated herein, and that you have not and will not do anything to change the registrant or current registrar of the Domain Name except as instructed by Network Solutions or if notified by Network Solutions that the Seller Counter Period has expired.
Additional Seller Representations and Warranties. Seller further, represents, warrants and covenants to Buyer that:
(a) it is the sole owner of all right, title and interest in the Registrations; the Registrations are valid and in effect; and no Regulatory Authority has commenced or threatened to initiate any action to withdraw the Registrations, nor have the Seller received any notice to such effect and, to the knowledge of Seller, there are no grounds for such action;
(b) it is the sole owner of all right, title and interest in the Assets (or exclusive licensee, in the case of the Dow Agreement), and that all right, title and interest in the acquired Assets shall transfer free of any lien, pledge or other encumbrance from Seller to Buyer on the Effective Date;
(c) as of the Agreement Date, there are no pending claims or actions commenced against Seller in regard to the Assets;
(d) it has and will provide(d) to Buyer all contracts relating to the Assets; and
(e) it has rights to grant the rights granted, and contemplated to be granted, to Buyer under this Agreement, including, for clarity, Buyer’s right to use and exploit the Assets for all purposes and in all cases without violating any right of or breach of any obligation owed to any third party.
Additional Seller Representations and Warranties. Seller represents and warrants to MidSouth that, except as set forth in the Exceptions Schedule it has delivered to MidSouth:
Additional Seller Representations and Warranties. In addition to the representations and warranties of Seller set forth in Article IV, Seller hereby represents and warrants to Purchaser (if “none” is written below, then there are no additional representations and warranties under Article IV of the Agreement):
(a) The amounts due under the Silver State Interconnection Agreement for Silver State Network Upgrades have been fully paid.
Additional Seller Representations and Warranties. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.
Additional Seller Representations and Warranties. REGARDING THE COMPANY The Sellers, jointly and severally, represent and warrant to the Purchaser regarding the Company that all of the statements contained in this Article IV are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and complete as of the Closing Date as though made on the Closing Date, except as provided on the Disclosure Schedule. Each exception and each response set forth in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement.
