Green Attributes Seller hereby provides and conveys all Green Attributes associated with all electricity generation from the Project to Buyer as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Project, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Project.
Evidence of Ownership The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the Holder of any Unregistered Security and the Holder of any coupon as the absolute owner of such Unregistered Security or coupon (whether or not such Unregistered Security or coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by any notice to the contrary. The fact of the holding by any Holder of an Unregistered Security, and the identifying number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities specified therein. The holding by the person named in any such certificate of any Unregistered Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities shall be produced or (2) the Security specified in such certificate shall be produced by some other Person, or (3) the Security specified in such certificate shall have ceased to be outstanding. Subject to Article 7, the fact and date of the execution of any such instrument and the amount and numbers of Securities held by the Person so executing such instrument may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the Trustee may deem sufficient. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the person in whose name any Registered Security shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.
Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.
Certification as Small Contractor or Minority Business Enterprise This paragraph was intentionally left blank.
Environmental Attributes Seller acknowledges and agrees that any Environmental Attribute associated with or related to the Product will not be sold or otherwise made available to a third party but will be sold to Buyer pursuant to this Agreement. For the avoidance of doubt, the Product sold hereunder must meet the definition of “renewable energy credit” under the IPA Act.
Evidence of Consolidation, Etc to Trustee. The Trustee, subject to the provisions of Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article.
Evidence of UCC Filing On or prior to the Closing Date, the Seller shall record and file, at its own expense, a UCC-1 financing statement in each jurisdiction in which required by applicable law, authorized by and naming the Seller as seller or debtor, naming Ally Auto as purchaser or secured party, naming the Receivables and the other Purchased Property as collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of such Receivables to Ally Auto. The Seller shall deliver a file-stamped copy, or other evidence satisfactory to Ally Auto of such filing, to Ally Auto on or prior to the Closing Date.
Certified and Minority Business Enterprises Reports Upon Customer request, the Contractor shall report to the requesting Customer the Contractor’s spend with certified and other minority business enterprises in the provision of commodities or services related to the Customer’s orders. These reports shall include the period covered, the name, minority code, and Federal Employer Identification Number of each minority business utilized during the period; commodities and services provided by the minority business enterprise, and the amount paid to each minority business enterprise on behalf of the Customer.
Evidence of Title At the Closing, title to the Developer Parcel shall be marketable and insurable at standard rates by the Title Company pursuant to a full coverage owner 's title insurance policy on the most recent ALTA form then in effect issued by the Title Company (the "Title Policy") showing title to be free and clear of all liens except any existing special assessments, easements, agreements, rights-of-way, restriction and adverse claims as are acceptable to Developer in its sole discretion (the "Permitted Exceptions''). Any existing special assessments ( for future installments) on the City Parcel shall be prorated between the Developer Parcel and City Parcel with each party being responsible for its share of annual installments. Developer will at Developer's sole expense, obtain from the Title Company, within 30 days of the Effective Date, a commitment for a fee owner's title insurance policy (the "Commitment"). Developer shall notify City in writing ("Objection Notice") , not later than thirty (30) days of Developer's receipt of the Commitment (the "Objection Period"), of any title matters regarding the Developer Parcel set forth in the Commitment not acceptable to Developer ("Developer Parcel Defects"). If Developer fails to notify City in writing on or prior to the last day of the Objection Period, which in any event shall not be more than 60 days from the Effective Date, Developer waives it right to object and terminate the Agreement as result of Developer Parcel Defects. City shall, upon receipt of an Objection Notice, have the option of: (i) remedying or removing some or all of the Developer Parcel Defects prior to the Closing to Developer's satisfaction, provided that City shall be required to remedy or remove all mortgages, liens and encumbrances that may be removed or discharged by the payment of money ("Monetary Liens"); or (ii) leaving some or all of the Developer Parcel Defects as is. Within twenty (20) business days after the receipt of an Objection Notice, City shall give Developer written notice of its election of the foregoing options. If City fails to give such notice, the City shall be deemed to have agreed to remedy and/or remove all such Developer Parcel Defects. If City gives notice within such 20 business day period that it is unwilling or unable to remedy or remove one or more of the Developer Parcel Defects, then Developer shall have the option for a 20 day period after receipt of City's notice to give its written notice to the City to either (i) terminate this Agreement , in which event the Xxxxxxx Money shall be returned to Developer and each of Developer and City shall be released from their respective obligations under this Agreement , or (ii) be deemed t o have waived any Developer Parcel Defects that City is unwilling or unable to remedy or remove. I f City cannot or does not remove such Developer Parcel Defect(s) that it has agreed or is deemed to have agreed to remedy and/or remove on or before the date of the Closing ("Uncured Defects"), City shall be in default. In the event of such default, in addition to remedies available to Developer as set forth in Section 14 hereof, Developer may proceed with the Closing, in which event Developer shall waive such Uncured Defects, except for Monetary Liens (and such Uncured Defects shall be deemed Permitted Exceptions hereunder), provided, however, that Developer may require that any Monetary Liens be paid and discharged out of the proceeds of sale. I f City cures all Developer Parcel Defects prior to Closing Developer shall be deemed to have accepted title, except for any title defects that might arise between the date of the Commitment and the Closing Date. I f between the date of the Commitment and the Closing Date , it is determined that title to the Developer Parcel is encumbered by any lien, easement or other claim that was not present as of the date of the commitment , then Developer shall have the same rights to give notice to City objecting to such title matters and the parties shall follow the procedure set forth in this paragraph with respect to Developer Parcel Defects and Closing shall be delayed until the resolution of any such additional title matters pursuant to the foregoing. City expressly advises Developer that the Developer Parcel is subject to certain Environmental Covenants of record and a Declaration of Restrictions recorded June 20, 2013 as 2013-00043376 Xxxxxxxxxx County Records. Any conveyance from the City to Developer of the Developer Parcel shall be subject to the use limitations contained in the Sale/Purchase Contract between the City and Meijer Stores Limited Partnership and the same shall not be considered a Developer Parcel Defect (the "Meijer Covenants").
