Certain Representations and Warranties of Seller. Seller hereby represents and warrants to, and covenants with, Buyer that:
Certain Representations and Warranties of Seller. Section 4.2 of the Agreement is hereby amended and restated in its entirety to read as follows:
Certain Representations and Warranties of Seller. The Seller ------------------------------------------------ hereby represents and warrants as follows:
a. The representations and warranties contained in Section 6.01 of the Original Purchase Agreement are correct on and as of the date hereof as though made on and as of the date hereof and shall be deemed to have been made on the date hereof;
b. No event has occurred and is continuing that constitutes a Termination Event or an Unmatured Termination Event;
c. Seller
(i) has all necessary power, authority and legal right to execute, deliver and perform this Amendment and (ii) has duly authorized by all necessary corporate action the execution, delivery and performance of this Amendment.
d. This Amendment and the Original Purchase Agreement, as amended hereby, when duly executed and delivered by Purchaser and the Agent, constitute the legal, valid and binding obligations of Seller enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
e. The consummation of the transaction contemplated by this Amendment and the fulfillment of the terms hereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the certificate of incorporation or by-laws of Seller, or any indenture, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument to which Seller is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of Seller's properties pursuant to the terms of any such indenture, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument, or (iii) violate any law or any order, rule, or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over Seller or any of its properties.
f. There are no proceedings pending or to the best of Seller's knowledge threatened and to the best of Seller's knowledge there are no investigations pending, or threatened, before any court, regulatory body, administrative agency, or ...
Certain Representations and Warranties of Seller. Seller and Xxxxxxx each jointly and severally represent and warrant to Purchaser as follows:
Certain Representations and Warranties of Seller. Seller hereby represents and warrants to Participant, as of the date of each sale of a Participation hereunder, as follows:
Certain Representations and Warranties of Seller. As of the Transaction Date and the date on which the Delivery Period commences, Seller hereby represents and warrants as follows:
(a) The minimum guaranteed rate of change (increase and decrease) in net electrical output per minute, measured over the period beginning at the time of an instruction to change the generator’s net output or schedule and ending at the time that such net output or scheduled energy level is achieved (such rate of cha nge, the “Ramp Rate,” and such minimum guaranteed Ramp Rate, the “Guaranteed Ramp Rate”), is set forth in Schedule [8.1].
(b) The Summer Dependable Capacity of the Facility is [ ] MW.
