Common use of Personal Property; Sufficiency of Assets Clause in Contracts

Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section ‎3.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Assets”), free and clear of any Liens, other than Permitted Liens. (b) The tangible Acquired Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 3.11(b) of the AssetCo Disclosure Schedule, and except for equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated (to the extent that such repair, replacement or other remediation is reasonably expected to be less than $25,000) under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the tangible Acquired Assets that are material to the Project, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted). (c) Except as set forth on Part I of Schedule 3.11(c) of the AssetCo Disclosure Schedule, there are no written force majeure claims or, to AssetCo’s Knowledge, no delays in completing the Project that are reasonably likely to result in the Commercial Operation Date for the Project failing to occur prior to the date set forth for such Project on Part II of Schedule 3.11(c) of the AssetCo Disclosure Schedule or in an AssetCo Material Adverse Effect. (d) The Acquired Assets and the Real Property Interests, taken as a whole, constitute all of the material assets (other than Intellectual Property, which is addressed in Section ‎3.25) the use or benefit of which are reasonably necessary and sufficient for the operation of the Business as currently conducted. (e) As of the Closing Date (i) the Placed in Service Date (as defined in the Intermediate Holding Company Agreement) has occurred, (ii) the Final Funding Date (as defined in the Intermediate Holding Company Agreement) has occurred and (iii) the Final Funding Payment (as defined in the Intermediate Holding Company Agreement) has been made.

Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section ‎3.254.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Phase 1(a) Assets”), free and clear of any Liens, other than Permitted Liens. (b) Other than with respect to Intellectual Property, which is addressed in Section 4.25, the Project Development Company owns and has good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, the Acquired Assets, free and clear of any Liens, other than Permitted Liens. Following the Phase 1(b) Closing and the Phase 2 Closing, the Project Company will own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, the Phase 1(b) Assets or the Phase 2 Assets, as applicable, free and clear of any Liens, other than Permitted Liens. (c) The tangible Phase 1(a) Assets and Acquired Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 3.11(b4.11(c) of the AssetCo Parent Disclosure Schedule, and except for equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated (to the extent that such repair, replacement or other remediation is reasonably expected to be less than $25,000) under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the tangible Phase 1(a) Assets and Acquired Assets that are material to the Project, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted). (cd) Except as set forth on Part I of Schedule 3.11(c4.11(d) of the AssetCo Parent Disclosure Schedule, there are no written force majeure claims or, to AssetCoParent’s Knowledge, no delays in completing the Project that are reasonably likely to result in the Commercial Operation Date for the solar generation systems (i) held by the Project Company at the Phase 1(a) Closing, (ii) within the Phase 1(b) Assets or (iii) within the Phase 2 Assets, failing to occur prior to the date set forth for such Project therefor on Part II of Schedule 3.11(c4.11(d) of the AssetCo Parent Disclosure Schedule or in an AssetCo a Parent Material Adverse Effect. (de) The Phase 1(a) Assets, Acquired Assets and the Real Property Interests, taken as a whole, constitute all of the material assets (other than Intellectual Property, which is addressed in Section ‎3.254.25) the use or benefit of which are reasonably necessary and sufficient for the operation of the Business as currently conducted. (e) As of the Closing Date (i) the Placed in Service Date (as defined in the Intermediate Holding Company Agreement) has occurred, (ii) the Final Funding Date (as defined in the Intermediate Holding Company Agreement) has occurred and (iii) the Final Funding Payment (as defined in the Intermediate Holding Company Agreement) has been made.

Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section ‎3.253.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Assets”), free and clear of any Liens, other than Permitted Liens. (b) The tangible Acquired Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 3.11(b) of the AssetCo Disclosure Schedule, and except for equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated (to the extent that such repair, replacement or other remediation is reasonably expected to be less than $25,000) under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the tangible Acquired Assets that are material to the Project, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted). (c) Except as set forth on Part I of Schedule 3.11(c) of the AssetCo Disclosure Schedule, there are no written force majeure claims or, to AssetCo’s Knowledge, no delays in completing either the First Tranche Project or the Second Tranche Project that are reasonably likely to result in the Commercial Operation Date for the such Project failing to occur prior to the date set forth for such Project on Part II of Schedule 3.11(c) of the AssetCo Disclosure Schedule or in an AssetCo Material Adverse Effect. (d) The Acquired Assets and the Real Property Interests, taken as a whole, constitute all of the material assets (other than Intellectual Property, which is addressed in Section ‎3.253.25) the use or benefit of which are reasonably necessary and sufficient for the operation of the Business as currently conducted. (e) As of the Closing Date (i) the Placed in Service Date (as defined in the Intermediate Holding Company Agreement) has occurred, (ii) the Final Funding Date (as defined in the Intermediate Holding Company Agreement) has occurred and (iii) the Final Funding Payment (as defined in the Intermediate Holding Company Agreement) has been made.

Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section ‎3.253.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Assets”), free and clear of any Liens, other than Permitted Liens. (b) The tangible Acquired Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 3.11(b) of the AssetCo Seller Disclosure Schedule, and except for equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated (to the extent that such repair, replacement or other remediation is reasonably expected to be less than $25,000) under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the tangible Acquired Assets that are material to the ProjectProjects, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted). (c) Except as set forth on Part I of Schedule 3.11(c) of the AssetCo Seller Disclosure Schedule, there are no written force majeure claims or, to AssetCo’s Knowledgethe Knowledge of Seller, no delays in completing the either Project that that, in either case, are reasonably likely to result in the Commercial Operation Date for the such Project failing to occur prior to the date set forth for such Project on Part II of Schedule 3.11(c) of the AssetCo Seller Disclosure Schedule or in an AssetCo a Seller Material Adverse Effect. (d) The Acquired Assets and the Real Property Interests, taken as a whole, constitute all of the material assets (other than Intellectual Property, which is addressed in Section ‎3.253.25) the use or benefit of which are reasonably necessary and sufficient for the operation of the Business as currently conducted. (e) As of the Closing Date (i) the Placed in Service Date (as defined in the Intermediate Holding Company Agreement) has occurred, (ii) the Final Funding Date (as defined in the Intermediate Holding Company Agreement) has occurred and (iii) the Final Funding Payment (as defined in the Intermediate Holding Company Agreement) has been made.

Personal Property; Sufficiency of Assets. (a) Other than with respect to Intellectual Property, which is addressed in Section ‎3.253.25, the Acquired Companies own and have good and marketable title to, or, in the case of leased assets, a valid and marketable leasehold interest in, or, in the case of licensed assets, a valid license to, any and all material equipment, facilities and other tangible and intangible assets and rights used by or held for use by or in connection with the Business as currently conducted (the “Acquired Assets”), free and clear of any Liens, other than Permitted Liens. (b) The tangible Acquired Assets have been maintained in accordance with Prudent Solar Industry Practices. Except as set forth on Schedule 3.11(b) of the AssetCo Seller Disclosure Schedule, and except for equipment, facilities and tangible personal property that is entitled to be repaired, replaced or otherwise remediated (to the extent that such repair, replacement or other remediation is reasonably expected to be less than $25,000) under an existing manufacturers’ warranty or other contractual warranty which remains in effect, the tangible Acquired Assets that are material to the Project, taken as a whole, are in good repair and proper operating condition (ordinary wear and tear excepted). (c) Except as set forth on Part I of Schedule 3.11(c) of the AssetCo Seller Disclosure Schedule, there are no written force majeure claims or, to AssetCo’s Knowledgethe Knowledge of Seller, no delays in completing the Project that are reasonably likely to result in the Commercial Operation Date for the Project failing to occur prior to the date set forth for such Project therefor on Part II of Schedule 3.11(c) of the AssetCo Seller Disclosure Schedule or in an AssetCo a Seller Material Adverse Effect. (d) The Acquired Assets and the Real Property Interests, taken as a whole, constitute all of the material assets (other than Intellectual Property, which is addressed in Section ‎3.253.25) the use or benefit of which are reasonably necessary and sufficient for the operation of the Business as currently conducted. (e) As of any date this representation is made or deemed made, the Closing Date (i) Company and, to the Placed in Service Date Knowledge of Seller, the “Class A Member” (as defined in the Intermediate Holding Company Stateline Holdings LLC Agreement) has occurred, (ii) the Final Funding Date (as defined in the Intermediate Holding Company Agreement) has occurred and (iii) the Final Funding Payment (as defined in the Intermediate Holding Company Agreement) has been mademade all Required Contributions that such Person was required to contribute to Stateline Holdings on or prior to such date.