AND WARRANTIES Sample Clauses
The 'AND WARRANTIES' clause serves to set out the guarantees and assurances that one or both parties make regarding certain facts or conditions in a contract. Typically, this clause outlines specific promises about the quality, performance, or legal status of goods, services, or information provided, such as confirming that a product is free from defects or that a party has the authority to enter into the agreement. Its core practical function is to allocate risk and establish clear expectations, providing a basis for recourse if the stated warranties are breached.
AND WARRANTIES. The Borrower represents and warrants to the Lenders that:
AND WARRANTIES. Each Party represents and warrants to the other (i) that it is an “eligible commercial entity” and “eligible contract participant” within the meaning of the Commodity Exchange Act; (ii) this transaction has been subject to individual negotiation by the Parties; and, (iii) all necessary steps have been taken to allow the Green Attributes to be transferred to Purchaser to be tracked in WREGIS. Seller further represents and warrants to Purchaser that: Seller has the right to sell the Product and holds the rights to Seller’s Entitlement Interest in all Product from the Generating Facilities; Seller has not sold the Product or any Green Attribute of the Product to be transferred to Purchaser to any other person or entity; Energy and Green Attributes to be purchased and sold pursuant to this Confirmation are not committed to another party; Seller represents and warrants that electricity from the Generating Facilities is available to be procured by Purchaser, and Seller is not currently selling and will not sell the electricity produced by the Generating Facilities back to the Generating Facilities; the Product is free and clear of all liens or other encumbrances; and it will cooperate and work with Purchaser, the CEC, and/or the CPUC to provide any documentation required by the CPUC or CEC to support the Product’s classification as a Portfolio Content Category 1 Product as set forth in California Public Utilities Code Section 399.16(b)(1). Furthermore, Seller hereby sells and conveys all Green Attributes associated with the Product produced from the Generating Facilities (other than resource adequacy attributes and ancillary services) to Purchaser as part of the Portfolio Content Category 1 Product being delivered.
AND WARRANTIES. Title to the Product shall be deemed to pass from Seller to Purchaser at the Delivery Point. of Records: Seller shall provide Purchaser with all necessary documentation required to support and verify that delivery requirements have been met according to CARB regulations, including but not limited to documentation demonstrating that the source meets the CARB requirements of a Specified Source. Each Party agrees to retain and make available reasonably promptly after reasonable request all records required to be retained pursuant to Cap and Trade Regulations with respect to Specified Sources. Each Party is responsible for the safe, secure, and accessible storage of their own records. Upon Purchaser’s request, Seller shall provide copies of its documentation and records including all documents that Purchaser is required to maintain or provide to CARB in accordance with AB32 with respect to the original purchase. Seller shall maintain adequate records to assist Purchaser or CARB in meeting any present or future reporting, verification, transfer, registration, or retirement requirements associated with the Transaction. Nothing herein limits or waives any obligations of Seller or Purchaser to keep records or provide attestations provided in AB32.
AND WARRANTIES. Borrower represents and warrants to Lender as follows as of the date of this Loan Agreement:
AND WARRANTIES. Each Grantor represents and warrants to and in favour of the Collateral Agent on the Closing Date, acknowledging and confirming that the Collateral Agent is relying on such representations and warranties without independent inquiry, as follows:
AND WARRANTIES. 5.1. The WFOE hereby represents and warrants as follows:
(a) It is a company duly incorporated and validly existing under the PRC laws.
(b) Its execution and performance of this Agreement is within its corporate power and scope of business; it has taken all necessary corporate actions and given proper authorizations and has obtained consents and approvals from third parties and government agencies to execute and perform this Agreement, and such execution and performance of this Agreement does not violate any restrictions in law or otherwise binding or having an impact on it.
(c) Once executed, this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with the provisions of this Agreement.
5.2. The Domestic Company hereby represents and warrants as follows:
(a) It is a company duly incorporated and validly existing under the PRC laws.
(b) Its execution and performance of this Agreement is within its corporate power and scope of business; it has taken all necessary corporate actions and given proper authorizations and has obtained consents and approvals from third parties and government agencies to execute and perform this Agreement, and such execution and performance of this Agreement does not violate any restrictions in law or otherwise binding or having an impact on it.
(c) Once executed, this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with the provisions of this Agreement. Article 6Confidentiality
6.1. The Domestic Company agrees to make efforts to take all reasonable confidentiality measures to keep confidential any confidential data and information (hereinafter referred to as the "Confidential Information") acquired or accessed to through acceptance of the exclusive consulting and services provided by the WFOE. Without prior written consent of the WFOE, the Domestic Company shall not disclose, give or transfer such Confidential Information to any third party. Upon termination of this Agreement, the Domestic Company shall at the request of the WFOE return to the WFOE, or destroy, any document, data or software carrying the Confidential Information, and delete any Confidential Information from any relevant memory device and cease the use of such Confidential Information.
6.2. The Parties agree that this Article shall survive the change, rescission or termination of this Agreement. Article 7Default Liabilities and Indemnity
AND WARRANTIES. The Company and the Series represent and warrant to the Secured Party that:
AND WARRANTIES. Each Loan Party represents and warrants on the Effective Date and on the date of the making of any Loans (it being understood that the conditions to the Effective Date are solely those set out in Section 4.01 and the conditions to making Term Loans and Limited Condition Revolving Loans are solely those set out in Section 4.03 and 4.04) to the Lenders that:
AND WARRANTIES. The WFOE hereby represents and warrants as follows:
AND WARRANTIES. SSL and the members of SSL, jointly and severally, represents and warrant to Firma that: