Limited Representations and Warranties. The (i) Specified Acquisition Representations shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect,” in all respects) to the extent required by the definition thereof and (ii) the Specified Representations shall be true and correct in all material respects (or, if qualified as to “materiality” or “Material Adverse Effect”, in all respects) on and as of the Closing Date, except in the case of any such representation and warranty under either clause (i) or (ii) that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) as of such earlier date.
Limited Representations and Warranties. The Specified Representations and the Merger Agreement Representations shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects).
Limited Representations and Warranties. Seller is a limited liability company duly formed, presently existing and in good standing under the laws of the State of California, is qualified to transact business in the State of California, and has the power and authority to own, and does own, the Mitigation Credits, and the power and authority to consummate the sale of Conveyed Credits as contemplated by this Agreement, and the person executing this Agreement has the full authority to bind Seller. This Agreement and all instruments, including assignment and/or conveyance documents to be executed by Seller in connection herewith are or when delivered to Buyer will be duly authorized, executed and delivered by Seller and will be valid, binding and enforceable obligations of Seller. Neither this Agreement nor any instrument, including assignment and/or conveyance documents to be executed by Seller in connection herewith does now or will hereafter constitute a breach or default or invalidate, make inoperative or interfere with any contract, agreement, right or interest affecting or relating in any manner to the Conveyed Credits. The Conveyed Credits shall be assigned/conveyed to Buyer at the closing free and clear of all liens or other encumbrances of any type, monetary or non-monetary.
Limited Representations and Warranties. (a) The Lender hereby represents and warrants to AMTL the following:
Limited Representations and Warranties. Summit Energy Services, Inc., (“Supplier”) represents and warrants that the RECs to be retired under this Agreement (i) have not been sold, transferred, contracted for or otherwise committed to any third party, or otherwise used or claimed by Supplier or, to the best knowledge of Supplier, any third party and (ii) have been or will be eligible under the verification or certification regime referenced in the EAC product description (these may include I-REC, XXXX, Green-e ® or other. Supplier further represents and warrants that it has the right to enter into this Agreement and sell the REC’s to Customer. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE RECS ARE SOLD “AS IS”, AND SUPPLIER SPECIFICALLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No Transfer. Customer (and any party purchasing EACs on behalf of Customer under this Agreement) acknowledge and agree that any EACs sold under the Agreement are sold strictly for Customer’s own use although they may be allocated internally by Customer to specific Affiliates, and cannot and shall not be resold or otherwise transferred to or used or claimed, directly or indirectly, by any third party other than Customer or its Affiliates for any purpose whatsoever. Delivery and Retirement. The EACs (or any portion thereof) are considered retired when Supplier removes them from inventory in accordance with industry standard practices. Green- e® RECs: Retirement of RECs for any vintage year shall occur on or before the first day of June in the next year. Upon customer request, supplier shall deliver to Customer an attestation that the RECs purchased under this Agreement have been or will be retired on the Customer’s behalf.
Limited Representations and Warranties. The (i) Specified Acquisition Representations shall be true and correct as required by the definitions thereof and (ii) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date; provided, however, that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on and as of the Closing Date, except in the case of any such representation or warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date.
Limited Representations and Warranties. Except for the representations and warranties expressly set forth in this Article IV (as modified by the GRAS Schedules) and the other agreements and documents delivered in connection herewith, neither GRAS any of its Affiliates or any Person acting on behalf of any of the foregoing makes or has made any other express or implied representation or warranty to the NGEN Parties as to the accuracy or completeness of any information regarding GRAS, the GRAS Stock, the transactions contemplated hereby or any other matter, and GRAS disclaims and the NGEN Parties shall not be entitled to rely upon any other representations or warranties, whether made by on behalf of GRAS or any of its respective Affiliates or any Person acting on behalf of the foregoing.
Limited Representations and Warranties. (a) The Buyer acknowledges and agrees that except for the representations and warranties in Schedule G, no express or implied representations or warranties are or have been made relating to the Portfolio Assets or the Underlying Interests and all implied representations or warranties of any kind or nature whatsoever with respect to the Portfolio Assets or the Underlying Interests are expressly excluded to the maximum extent allowed by Legal Requirements. Except for representations made by the Sellers in Schedule G, the Buyer acknowledges that it is relying solely upon its own investigations with respect to, and that the Sellers do not make any representations or warranties with respect to, the following matters:
Limited Representations and Warranties. 17 ARTICLE VI Conditions of Closing Applicable to GT Acquisition..17 6.01 Termination..............................................17 6.02 Bring Down...............................................17 6.03
Limited Representations and Warranties. 9.1 Flexibilis represents and warrants to Licensee that, until the Maintenance Expiration Date (“Warranty Period”), the Flexibilis Product will substantially conform to the Documentation if used in compliance with the terms of this Agreement. Licensee’s sole remedy, and Flexibilis’ sole obligation, for a breach of this warranty shall be for Flexibilis to use commercially reasonable efforts to remedy the nonconformance, or (b) if Flexibilis, after using reasonable commercial efforts, is unable substantially to remedy the nonconformance, for Licensee to receive a refund of license fees paid during the previous one (1) year for the defective Flexibilis Product. If Licensee receives such a refund, Licensee agrees that its license and rights under this Agreement for the defective Flexibilis Product shall immediately terminate and Licensee agrees to destroy the defective Flexibilis Product, including all copies thereof in any form and any portions thereof merged into a design or product, and to certify the same to Flexibilis.
