Common use of Project Assets Clause in Contracts

Project Assets. ‌ 5.7.1 Seller holds of record and owns beneficially one hundred percent (100%) of the ownership interests of the Project Assets. Seller does not currently own any asset necessary for PGE to be able after the Closing to develop, construct, own, operate or maintain the Project in accordance with Prudent Utility Standards, except such assets that are (or by the Closing, will be) included in the Project Assets. Schedule 5.7 sets forth a true, accurate and complete list of the Project Assets owned by Seller, which constitute all of the assets and rights of any kind necessary for PGE to develop, construct, own, operate and maintain the Project. 5.7.2 The Project and the tangible personal property included in the Project Assets are in normal operational condition for a similar project and similar assets of a similar age, free of defects about which Seller has Knowledge and that could have a material adverse impact on such operation, and are in good working order, except for ordinary wear and tear and routine maintenance (in each case, consistent with Prudent Utility Standards). Seller has not operated the Project in a manner that violates the conditions of any warranty in any material respect. As of the Closing, the Project Assets are sufficient to enable PGE to own, operate, interconnect and maintain the Project immediately following the Closing in all material respects in the same manner as the Project was in the ordinary course of business previously [owned, operated and maintained by Seller. 5.7.3 Seller has good, valid and marketable title to all the Project Assets, which are free and clear of any and all Liens, other than Permitted Liens. 5.7.4 There are no existing or continuing claims against Seller, the Project or the Project Assets by any prior developers of the Project (or partners of or investors in Seller (with respect to the Project Assets)).

Project Assets. ‌ 5.7.1 Seller holds of record and owns beneficially one hundred percent (100%) of the ownership interests of the Project Assets. Seller does not currently own any asset necessary for PGE to be able after the Closing to develop, construct, own, operate or maintain the Project in accordance with Prudent Utility Standards, except such assets that are (or by the Closing, will be) included in the Project Assets. Schedule 5.7 sets forth a true, accurate and complete list of the Project Assets owned by Seller, which constitute all of the assets and rights of any kind necessary for PGE to develop, construct, own, operate and maintain the Project. 5.7.2 [The Project and the tangible personal property included in the Project Assets are in normal operational condition for a similar project and similar assets of a similar age, free of defects about which Seller has Knowledge and that could have a material adverse impact on such operation, and are in good working order, except for ordinary wear and tear and routine maintenance (in each case, consistent with Prudent Utility Standards), except where the failure to be in good working order would not reasonably be expected to have material adverse impact on any Project Asset. Seller has not operated the Project in a manner that violates the conditions of any warranty in any material respect. As of the Closing, the Project Assets are sufficient to enable PGE to [own, operate, interconnect and maintain the Project Project] immediately following the Closing in all material respects in the same manner as the Project was in the ordinary course of business previously [owned, operated and maintained by Seller.] 5.7.3 Seller has good, valid and marketable title to all the Project Assets, which are free and clear of any and all Liens, other than Permitted Liens. 5.7.4 [There are no existing or continuing claims against Seller, the Project or the Project Assets by any prior developers of the Project (or partners of or investors in Seller (with respect to the Project Assets)).]

Project Assets. ‌ 5.7.1 Seller holds of record and owns beneficially one hundred percent (100%) of the ownership interests of the Project Assets. Seller does not currently own any asset necessary for PGE to be able after the Closing to develop, construct, own, operate or maintain the Project in accordance with Prudent Utility Standards, except such assets that are (or by the Closing, will be) included in the Project Assets. Schedule 5.7 sets forth a true, accurate and complete list of the Project Assets owned by Seller, which constitute all of the assets and rights of any kind necessary for PGE to develop, construct, own, operate and maintain the Project. 5.7.2 [The Project and the tangible personal property included in the Project Assets are in normal operational condition for a similar project and similar assets of a similar age, free of defects about which Seller has Knowledge and that could have a material adverse impact on such operation, and are in good working order, except for ordinary wear and tear and routine maintenance (in each case, consistent with Prudent Utility Standards), except where the failure to be in good working order would not reasonably be expected to have material adverse impact on any Project Asset. Seller has not operated the Project in a manner that violates the conditions of any warranty in any material respect. As of the Closing, the Project Assets are sufficient to enable PGE to [own, operate, interconnect and maintain the Project Project] immediately following the Closing in all material respects in the same manner as the Project was in the ordinary course of business previously [owned, operated and maintained by Seller.] 5.7.3 Seller has good, valid and marketable title to all the Project Assets, which are free and clear of any and all Liens, other than Permitted Liens. 5.7.4 [There are no existing or continuing claims against Seller, the Project or the Project Assets by any prior developers of the Project (or partners of or investors in Seller (with respect to the Project Assets)).]