Member’s Representations and Warranties. The Member represents and warrants to the Bank as of the effective date hereof, on each funding date of the Subsidy, and as of the dates the Member provides monitoring information and certifications to the Bank as set forth in Paragraph 12 above and in the AHP Regulations, the following:
Member’s Representations and Warranties. Each Member hereby represents and warrants, severally and not jointly, to the Company and to the other Member as follows:
(a) Such Member is a company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, with full power and authority to enter into this Agreement and perform all of its obligations hereunder.
(b) The execution and delivery of this Agreement by such Member, and the performance by such Member of its obligations hereunder, have been duly and validly authorized by all requisite action by such Member, and no other proceedings on the part of such Member are necessary to authorize the execution, delivery or performance of this Agreement by such Member.
(c) This Agreement has been duly and validly executed and delivered by such Member, and, assuming that this Agreement is a valid and binding obligation of the other Parties, this Agreement constitutes a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as limited by the application of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other Laws relating to or affecting creditors’ rights or general principles of equity.
(d) The execution and delivery by such Member of this Agreement, and the performance by such Member of its obligations hereunder, does not (i) violate or breach its Organizational Documents, (ii) violate any applicable Law to which such Member is subject or by which any of its assets are bound, or (iii) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under any Contract to which such Member is a party or by which any of its assets are bound.
Member’s Representations and Warranties. Each Member (severally and not jointly, as to itself) represents and warrants to the Company and the other Members that, as of the date hereof:
(a) such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary action;
(b) such Member is duly organized and validly existing under the Laws of its jurisdiction of organization;
(c) this Agreement has been duly and validly executed and delivered by such Member and constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity;
(d) the execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member, or (iii) conflict with, or result in a breach or default under, any Contract to which such Member is a party or any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder; and
(e) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Member to perform its obligations hereunder or to authorize the execution, delivery and performance by such Member of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on such Member’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Member is a party.
Member’s Representations and Warranties. As a material inducement to Heritage to enter into this Agreement as of the Effective Date, Member represents and warrants to Heritage as follows:
Member’s Representations and Warranties. Member's Representations and Warranties: Member represents and warrants:
i. that it will comply with all federal and state laws, and rules and regulations applicable to Online transactions, including those of the National Automated Clearing House for ACH transactions;
ii. that all Checks scanned through image transport are made payable to Member;
iii. that all signatures on each check are authentic and authorized; and
iv. that each check has not been altered. In the event Member breaches any of these representations or warranties, Member agrees to defend, indemnify and hold Credit Union and its agents harmless from and against all liability, damages and loss arising out of any claims, suits or demands brought by third parties with respect to any such breach. Member further authorizes the Credit Union to charge its account for the amount of any such demand, claim or suit that constitutes a breach of warranty claim under the provisions of the Uniform Commercial Code.
Member’s Representations and Warranties. Member represents and warrants that:
a. The DG Facility is fully and accurately described in the Application;
b. All information in the Application is true and correct;
c. The DG Facility meets all applicable National Electric Code (NEC) requirements, specifically Article 690, and Wisconsin Administration Code Chapter PSC 119 Rules For Interconnecting Distributed Generation Facilities. A notarized wiring affidavit signed by a Master Electrician must be submitted with this Agreement.
d. The DG Facility has been installed to Member’s satisfaction;
e. Member has been given warranty information and an operation manual for the DG facility;
f. Member has been adequately instructed in the operation and maintenance of the DG Facility;
g. The DG Facility is prepared to generate electricity in parallel with CVEC; and
h. The Member shall operate the DG Facility in compliance with all policies and operational standards of CVEC.
Member’s Representations and Warranties. Each Member hereby makes to the Company and the other Member the representations and warranties set forth on Exhibit B attached hereto and incorporated herein and acknowledges that the other Member is expressly relying thereon.
Member’s Representations and Warranties. As a material inducement to the Company to enter into this Agreement on the Effective Date, Member represents and warrants to the Company as follows:
Member’s Representations and Warranties. The Member represents and warrants to the FHLB-NY as of the effective date hereof, on each funding date of the Subsidy, and as of the dates the Member provides monitoring information and certifications to the FHLB-NY as set forth in section 13, above, and the AHP Regulation, the following:
Member’s Representations and Warranties. Each Member hereby represents and warrants to the Company and each other Member that:
