Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties as of the Effective Date, each of which is material and is relied upon by Seller and shall be repeated and true at the time of Closing:
(a) Buyer represents and warrants that: (i) Buyer is a Delaware limited partnership, validly existing, and in good standing under the laws of the State of Delaware; (ii) Buyer has duly and validly executed this Agreement, and has full power to enter into and perform this Agreement, (iii) Buyer has obtained all necessary authorizations; and (iv) the parties executing this Agreement and the documents referred to hereunder on behalf of Buyer have been duly authorized, and the Agreement and such documents have been duly executed;
(b) Buyer is not contemplating either (i) the filing of a petition by it under any bankruptcy or insolvency laws (and Buyer has no knowledge of any person contemplating the filing of any such petition against it), or (ii) the liquidation of all or a major portion of the assets of Buyer;
(c) Buyer shall indemnify and save Seller and the Company and its members harmless for all acts of Buyer, its agents, servants, employees, contractors, successors and assigns subsequent to Closing, provided, however, that the foregoing indemnification shall not apply to any acts for which Buyer is indemnified in connection with breaches of Seller’s representations and warranties herein or otherwise under this Agreement; and
(d) Buyer acknowledges that the Company will, subsequent to Closing, have continuing obligations pursuant to agreements entered in by Company prior to Closing, including but not limited to obligations, if any, arising from the Property Purchase Contracts to the extent that such obligations survive the closing of such acquisitions.
(e) The covenants, representations and warranties provided in this Agreement shall survive Closing.
Covenants, Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as of the Effective Date and the Closing Date that:
Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties as of the Effective Date, each of which shall be repeated and true at the time of Closing:
(a) Buyer represents and warrants that: (i) Buyer is a Delaware limited partnership, validly existing, and in good standing under the laws of the State of Delaware; (ii) Buyer has duly and validly executed this Agreement, and has full power to enter into and perform this Agreement, (iii) Buyer has obtained all necessary authorizations; and (iv) the party executing this Agreement and the documents referred to hereunder on behalf of Buyer have been duly authorized, and the Agreement and such documents have been duly executed;
(b) Buyer is not contemplating either (i) the filing of a petition by it under any bankruptcy or insolvency laws (and Buyer has no knowledge of any person contemplating the filing of any such petition against it), or (ii) the liquidation of all or a major portion of the assets of Buyer;
(c) Buyer acknowledges that the Company will, subsequent to Closing, have continuing obligations pursuant to agreements entered into by the Company prior to Closing, which shall become the obligation of Buyer from and after the Closing;
(d) The covenants, representations and warranties provided in this Agreement shall survive Closing.
Covenants, Representations and Warranties of Buyer. Buyer covenants, -------------------------------------------------- represents and warrants to Sellers as follows:
Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Seller which shall survive the Closing: Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of California. Buyer has all requisite power and authority to own its assets and properties and to conduct the business in which it is engaged. This Agreement has been duly executed and delivered to Seller by Buyer and is a valid and binding obligation of Buyer, enforceable against it in accordance with its terms. Neither the execution, delivery or performance of the terms of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, result in a breach of, or constitute a default under any provision of the Articles of Incorporation or the
Covenants, Representations and Warranties of Buyer. Buyer covenants, represents and warrants to Seller as follows:
Covenants, Representations and Warranties of Buyer. A. Buyer covenants that it will promptly proceed with and diligently pursue to conclusion, before one (1) day prior to the Closing Date, completion of all inspections, physical inventories, and audits of the Purchased Assets and Real Estate occupied by the Business that it deems necessary.
B. Buyer represents and warrants to Seller and shall certify to Seller at Closing that Buyer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Michigan, has all necessary power to own properties and carry on its business as now owned and operated by it, and has full, complete, and unrestricted power and authority to enter into and consummate this Agreement. Within fourteen (14) days of this Agreement, Buyer shall obtain approval from its shareholder and the UFP Board of Directors to consummate the transaction contemplated by this Agreement.
Covenants, Representations and Warranties of Buyer. Buyer covenants, represents and warrants to Coronus (and acknowledges that Coronus is relying upon such covenants, representations and warranties in entering into this Agreement) that, under this Agreement:
9.1 Buyer is to provide, as the site, the 20 acre parcel in Hesperia, having the APN of 0000-000-00.
9.2 Buyer is to pay for the Utility required distribution upgrades, interconnection facilities, and telemetry.
9.3 Buyer is to provide Belectric with proof of secured financing, prior to the commencement of construction of the Solar Power Systems, and that this proof must be satisfactory to Belectric.
Covenants, Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the date hereof and on the Closing as follows:
(a) The execution and delivery of this Agreement and all documents to be executed and delivered as required hereby, constitute legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with there respective terms.
(b) The execution, delivery and performance of this Agreement by Buyer and all other documents and instruments executed or delivered in connection with the transactions contemplated hereby, do not and will not, violate, conflict with, or contravene any provision of, the operating agreement or other organizational documents of Buyer, or any judgment, order, decree, writ or injunction, or any law, rule or regulation to which Buyer is subject, nor result in any breach of, or constitute a default under, or require separate consent pursuant to, any loan or credit agreement, lease, indenture, mortgage, deed of trust, purchase agreement, guaranty, contract or other instrument to which Buyer is a party or by which Buyer is bound.
Covenants, Representations and Warranties of Buyer. In addition to the other covenants of Buyer contained in this Agreement, Buyer also covenants, represents and warrants to Seller as follows:
