Additional Seller Representations, Warranties and Covenants. On the Execution Date, Seller represents and warrants to Buyer that Seller has not used, granted, pledged, assigned, or otherwise committed any of the Monthly Quantity to meet the RAR, Local RAR and/or Flexible RAR, as applicable, or confer Resource Adequacy Benefits upon, any entity other than Buyer during the Delivery Period. Seller covenants that throughout the Delivery Period: Seller will deliver the Product to Buyer free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person. Seller has been authorized by each Customer, to act as an aggregator on behalf of such Customer to participate as a PDR in the DRAM Resource, if Seller is not also a Customer. The DRP has been authorized by each Customer to act on behalf of such Customer to participate as a PDR for the DRAM Resource, if Seller is not the DRP. Seller will not use, grant, pledge, assign, or otherwise commit any Monthly Contracted Quantity to meet the RAR, Local RAR, and/or Flexible RAR, as applicable, or confer Resource Adequacy Benefits of the Product upon, any entity other than Buyer during the Delivery Period. During each month of the Delivery Period, if any participating Customers in the DRAM Resource have a Prohibited Resource, Seller shall ensure that such Prohibited Resource is not used to reduce load during a Dispatch by any PDR providing Product to Buyer during such month, as follows: For all Residential Customers, Seller shall include a provision in its contract forbidding the use of Prohibited Resources to reduce load during a Dispatch by any PDR providing Product to Buyer. Any Customer that does not accept the prohibition will not be eligible to participate in the Seller’s DRAM Resource. Seller shall require from each of its non-Residential Customers an attestation form attesting to one of the following conditions: the Customer does not have a Prohibited Resource on site; the Customer has a Prohibited Resource on site and will not use the resource to reduce load during a Dispatch by any PDR providing Product to Buyer; or the Customer has a Prohibited Resource on site and may have to use the resource during Demand Response events for operational, health or safety reasons. The total nameplate capacity in kW of the Customer’s resource(s) will be used as the Default Adjustment Value (DAV) to adjust the Demand Response incentives / charge for the Customer’s account. For condition 1 above, the Customer’s attestation must include th...
Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE that throughout the Delivery Term:
(i) Seller shall own and Operate the Generating Facility;
(ii) Seller shall deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person;
(iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder;
(iv) Seller shall obtain, maintain and remain in compliance with all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point;
(v) Subject to Section 1.11, Seller shall take all actions necessary for the Project to qualify and be certified by the CEC as an ERR; and
(vi) Subject to Section 1.11, Seller shall take all actions necessary for the Product delivered to SCE to qualify under the requirements of the California Renewables Portfolio Standard.
(b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that:
(i) The Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and
(ii) The Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. 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.
(c) 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 reasona...
Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE that throughout the Delivery Term:
(i) Seller shall own and Operate the Generating Facility;
(ii) Seller shall deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person;
(iii) Seller shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which Seller has conveyed and has committed to convey to SCE hereunder;
Additional Seller Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to SCE that throughout the Term:
(a) It will own and Operate the Generating Facility;
(b) It will deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person;
(c) It will hold the rights to all Environmental Attributes, Capacity Attributes and Resource Adequacy Benefits, which it has conveyed and has committed to convey to SCE hereunder;
(d) The Generating Facility will qualify and be certified by the CEC as an ERR;
(e) The electric energy produced by the Generating Facility will qualify as generation from an ERR under the requirements of the RPS Legislation;
(f) It shall maintain and remain in compliance with all Permits; and
(g) It has CEC Certification and Verification, all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point.
Additional Seller Representations, Warranties and Covenants. (a) Seller hereby covenants to SCE that throughout the Delivery Term:
(i) Seller shall own and Operate the Generating Facility;
Additional Seller Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to SCE that throughout the Term, except as otherwise permitted under this Agreement:
(a) It shall own and Operate the Generating Facility;
(b) It shall deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person;
(c) It shall hold the rights to all Green Attributes, Capacity Attributes and Resource Adequacy Benefits, which it conveys and has committed to convey to SCE hereunder;
(d) Subject to Section 3.17, the Generating Facility shall qualify and be certified by the CEC as an ERR as of the Effective Date and continuing until the end of the Term;
(e) Subject to Section 3.17, the electric energy produced by the Generating Facility and delivered to SCE shall qualify as eligible renewable energy under the requirements of the RPS Legislation as of the Effective Date and continuing until the end of the Term;
(f) It shall maintain and remain in material compliance with all Permits;
(g) It shall have all Permits, interconnection agreements and transmission rights necessary to Operate the Generating Facility and to deliver electric energy from the Generating Facility to the Delivery Point; and
(h) In addition, Seller represents, warrants and covenants to SCE that, with respect to the Generating Facility for the purposes of this Agreement, Seller does not intend to and shall not apply for, receive or utilize production incentives or supplemental energy payments pursuant to Sections 25742 or 25743 of the Public Resources Code.
Additional Seller Representations, Warranties and Covenants and Section 6.6,
Additional Seller Representations, Warranties and Covenants. Seller further represents and warrants to Buyer as of each delivery of any Product under this Agreement that:
(i) Seller has (or will have prior to the Commercial Operation Date), to the extent required under Applicable Law, all required regulatory authority to make wholesale sales from the Facility;
(ii) the Product is delivered to Buyer free and clear of any liens, other encumbrances, or defects in title.
Additional Seller Representations, Warranties and Covenants. Seller hereby covenants to SDG&E that: the Project will meet the eligibility requirements set forth in Section 1.4; and Seller will not sell, assign, attribute, claim, or otherwise transfer the Expected Summer On-Peak Energy Savings, Expected Summer Off-Peak Energy Savings, Expected Winter On-Peak Energy Savings or the Expected Capacity Savings or any other energy or capacity savings, reductions or efficiency attributable to the Project, or any Measure of the Project, to any third party (except for any energy or capacity savings or reductions received by the End-Use Customer as a result of the installation of the Project at the End-Use Customer’s Site) other than to SDG&E pursuant to this Agreement.
Additional Seller Representations, Warranties and Covenants. 59 10.03 Indemnity 59 10.04 Assignment 61
