Common use of Real Property Interests Clause in Contracts

Real Property Interests. The real property and any of the interests related to the real property described on Schedule 2.22 describe all of the real property interests, including, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation of the Project, including all rights to the Premises and all rights needed for the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests are sufficient in all material respects for the Project Company to develop, install, own and operate the Project as contemplated by the Material Contracts. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters set forth on Schedule 2.22. The Project Company holds good, valid and marketable leasehold title to the Premises. Seller has delivered to Buyer true, accurate and complete copies of all leases, purchase options, land rights or other agreements with respect to the Premises, and any surveys or plats relating to the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the Lease provided to Buyer is true, accurate and complete, contains all exhibits and has not been modified or amended unless as shown therein. To Seller’s Knowledge, the Premises are in compliance with all conditions, restrictions or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the Project Company has received any notice of any of the following and, to Seller’s Knowledge, none of the following events or conditions have occurred or currently exist: (a) any existing or threatened special Tax or special assessment to be levied against the Premises, (b) any claims from any Governmental Authority having jurisdiction over the Project Company or the Premises or from any Person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To Seller’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulations.

Real Property Interests. The real property and any of the interests related to the real property described on Schedule 2.22 2.24 of the MIPA describe all of the real property interests, including, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation of the Project, including all rights to the Premises and all rights needed for development, construction and operation of the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests are sufficient in all material respects for the Project Company to develop, install, own and operate the Project as contemplated by the Material Contracts. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters set forth on Schedule 2.22as an exception to the Title Policy. The Project Company holds good, valid and marketable leasehold title to the Premises. Seller has delivered to Buyer true, accurate and complete copies of all leases, purchase options, land rights or other agreements with respect to the Premises, and any surveys or plats relating to the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the Lease provided to Buyer CEP II by PSI is true, accurate and complete, contains all exhibits and has not been modified or amended unless as shown therein. To Seller’s Knowledge, the The Premises are in compliance with all conditions, restrictions restrictions, or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the None of PSI, Project Company has Company, or to PSI’s Knowledge, ISS, have received any notice of any of the following and, to SellerPSI’s Knowledge, none of the following events or conditions have occurred or currently exist: (ai) any existing or threatened special Tax or special assessment to be levied against the Premises, (bii) any claims from any Governmental Authority governmental authority having jurisdiction over the Project Company or the Premises or from any Person person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To SellerPSI’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the none of PSI, ISS or Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulations. diligence examination conducted with respect to the transactions contemplated by this Agreement. None of such information delivered by PSI to CEP II contains any untrue or incorrect statement of fact, or omits to state any fact necessary to make the information, in light of the circumstances in which it was provided, not misleading. No representation or warranty by PSI contained in this Agreement or any statement or certificate furnished or to be furnished by or on behalf of PSI to CEP II or its representatives in connection herewith or pursuant hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to make the statements contained herein or therein not misleading. Except for any such events or circumstances that have been disclosed in this Agreement, other than matters of a general economic or political nature which do not affect the Project uniquely, there are no other facts or other circumstances (i) that would, individually or in the aggregate, be considered material by a reasonable investor in making an investment decision regarding the Project, the Project Company Development Assets, the ISS Project Development Assets, or the Project Development Assets, or (ii) that could, individually or in the aggregate, materially and adversely affect the ability of the Project to connect to the local distribution or transmission system in accordance with the requirements of the Interconnection Agreement, achieve COD or sell power and the environmental attributes in accordance with the requirements of the PPA.

Real Property Interests. The real property and any of the interests related to the real property described on Schedule 2.22 describe all of the real property interests, including, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation of the Project, including all rights to each of the Premises and all rights needed for the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests are sufficient in all material respects for the Project Company to develop, install, own and operate the Project as contemplated by the Material Contracts. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters set forth on Schedule 2.22as an exception to the Title Policy. The Project Company holds good, valid and marketable leasehold title to each of the Premises. Seller has delivered to Buyer true, accurate and complete copies of all leases, purchase options, land rights or other agreements with respect to each of the Premises, and any surveys or plats relating to each of the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Each Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the each Lease provided to Buyer is true, accurate and complete, contains all exhibits and has not been modified or amended unless as shown therein. To Seller’s Knowledge, each of the Premises are in compliance with all conditions, restrictions or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the Project Company has received any notice of any of the following and, to Seller’s Knowledge, none of the following events or conditions have occurred or currently exist: (a) any existing or threatened special Tax or special assessment to be levied against the Premises, (b) any claims from any Governmental Authority having jurisdiction over the Project Company or the Premises or from any Person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To Seller’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulations.

Real Property Interests. The real property and any of the interests related to the real property described on Schedule 2.22 describe all of the real property interests, including, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation of the Project, including all rights to the Premises and all rights needed for the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests are sufficient in all material respects for the Project Company to develop, install, own and operate the Project as contemplated by the Material Contracts. The Project Company a) Seller does not own, lease, license or otherwise have and has not had own any interests (including option interests) in any other real property. The Project Real Property Section 3.09(a) of the Seller Disclosure Letter lists all real property in which Seller has any rights or interests as a lessee or sublessee and no other real property is not subject to any liens or other rights used by Seller in the conduct of third parties other than such matters set forth on Schedule 2.22the Business. The Project Company holds good, Seller has good and valid and marketable leasehold title to the Premises. Seller has delivered to Buyer trueleasehold estates in all Leased Properties, accurate free and complete copies clear of all leasesLiens, purchase optionsexcept easements, land rights or other agreements with respect to the Premisescovenants, and any surveys or plats relating to the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the Lease provided to Buyer is true, accurate and complete, contains all exhibits and has not been modified or amended unless as shown therein. To Seller’s Knowledge, the Premises are in compliance with all conditions, restrictions or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the Project Company has received any notice of any of the following and, to Seller’s Knowledge, none of the following events or conditions have occurred or currently exist: (a) any existing or threatened special Tax or special assessment to be levied against the Premises, (b) any claims from any Governmental Authority having jurisdiction over the Project Company or the Premises or from any Person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for and other similar restrictions of record. None of the items set forth in the immediately preceding exception, individually or in the aggregate, materially (x) impairs the continued use and operation of the Project as contemplated Leased Property to which it relates or to provide ingress and egress to and (y) detracts from the Premisesvalue of the Leased Property to which it relates. No Person other than Seller has the right to use, occupy or lease any Leased Property. (b) There are no developments affecting any Leased Property pending or, to the Knowledge of Seller, threatened, which would reasonably be expected to materially detract from the value or materially interfere with any present or reasonably foreseeable use of any such Leased Property. No condemnation, eminent domain, or similar proceedings have been instituted or, to the Knowledge of Seller, threatened against any Leased Property. (c) To the extent required by any notices state or local Governmental Entity, to the Knowledge of Seller, valid certificates of occupancy have issued with respect to applicable Leased Properties, and any alterations thereto. There are no violations of any covenant, condition, restriction, easement or order affecting any portion of a Leased Property. There exists no writ, injunction, decree, order or Judgment outstanding relating to the lease, use, occupancy or operation of any Leased Property, nor is any such matter threatened. (including without limitation requests d) To the Knowledge of Seller, the equipment included in each Leased Property and the buildings and structures in which each Leased Property is leased, (i) have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (taking into account the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for informationtheir present uses and, in the case of plants, buildings and other structures are structurally sound, (ii) to the Knowledge of Seller, currently have access to (x) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (y) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection and drainage and other public utilities, in each case as is necessary to permit the use of such plants, buildings, structures and equipment as heretofore used. To the Knowledge of Seller, none of the structures in which any Leased Property is leased encroaches upon real property of another Person, and no structure of any other Person substantially encroaches upon any Leased Property or any such structure. Seller has not received notice from any utility company or municipality of any fact or condition which could result in the discontinuation of presently available or otherwise necessary water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection and drainage and other public utilities or other utilities or services necessary for the conduct of the use and enjoyment of a Leased Property. To the Knowledge of Seller, all equipment on the Leased Properties and all plants, building and structures in which each Leased Property is leased and the operations therein conducted conform in all respects to applicable Laws and Seller has not received any notice of violation of the foregoing from any Governmental Authority or other person related to (i) Entity. To the presence, release or threatened release Knowledge of any Hazardous Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resourcesSeller, the environment or any person alleged to have resulted from operations on and uses of the foregoingLeased Properties constitute conforming uses under applicable building, zoning, land use and other similar applicable Law. To the Knowledge of Seller’s Knowledge, the Premises there are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulationsno pending or contemplated rezoning proceedings affecting a Leased Property.

Real Property Interests. The real property and any of the interests related to the real property described on Schedule 2.22 2.24 of the MIPA describe all of the real property interests, including, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation of the Project, including all rights to the Premises and all rights needed for development, construction and operation of the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests are sufficient in all material respects for the Project Company to develop, install, own and operate the Project as contemplated by the Material Contracts. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters set forth on Schedule 2.22as an exception to the Title Policy. The Project Company holds good, valid and marketable leasehold title to the Premises. Seller has delivered to Buyer true, accurate and complete copies of all leases, purchase options, land rights or other agreements with respect to the Premises, and any surveys or plats relating to the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the Lease provided to Buyer CEP II by PSI is true, accurate and complete, contains all exhibits and has not been modified or amended unless as shown therein. To Seller’s Knowledge, the The Premises are in compliance with all conditions, restrictions restrictions, or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the None of PSI, Project Company has Company, or to PSI’s Knowledge, ISS, have received any notice of any of the following and, to SellerPSI’s Knowledge, none of the following events or conditions have occurred or currently exist: (ai) any existing or threatened special Tax or special assessment to be levied against the Premises, (bii) any claims from any Governmental Authority governmental authority having jurisdiction over the Project Company or the Premises or from any Person person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To SellerPSI’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the none of PSI, ISS or Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulations.