Representations and Warranties Authority. Sublandlord and Subtenant each represent and warrant to the other that the individual(s) executing and delivering this Sublease on its behalf is/are duly authorized to do so and that this Sublease is binding on Subtenant and Sublandlord in accordance with its terms. Simultaneously with the execution of this Sublease, Subtenant shall deliver evidence of such authority to Sublandlord in a form reasonably satisfactory to Subtenant. Sublandlord represents and warrants that (i) to Sublandlord's actual knowledge, Master Landlord is not in material default under the Master Lease, nor has any event occurred which, after any applicable notice and/or the expiration of any grace period, shall constitute a material default by Master Landlord under the Master Lease; and (ii) to Sublandlord's actual knowledge, Sublandlord is not in material default under the Master Lease, nor has any event occurred which, after any applicable notice and/or the expiration of any grace period, shall constitute a material default by Sublandlord under the Master Lease. Except as expressly set forth in this Sublease, no representation or warranty has been given by either party, its agents and representatives, with respect to the subject matter of this Sublease, and neither party has relied upon any representations or warranty not expressly set forth herein.
Representations and Warranties Authority a. Sublandlord and Subtenant each represent and warrant to the other that the individual(s) executing and delivering this Sublease on its behalf is/are duly authorized to do so and that this Sublease is binding on Subtenant and Sublandlord in accordance with its terms. Simultaneous with the execution of this Sublease, Subtenant shall deliver evidence of such authority to Sublandlord in a form reasonably satisfactory to Sublandlord.
Representations and Warranties Authority. 9.1 Seller hereby represents and warrants to Purchaser that he has the right and authority to enter into This Agreement and to carry out its obligations hereunder.
Representations and Warranties Authority. Section 5.1 of the Credit Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following:
Representations and Warranties Authority. (a) This Agreement and the assignment from SLG Mortgage to Assignee is made without any representation, warranty or recourse whatsoever by SLG Mortgage, except as specifically set forth in this Section 4 and Sections 5 and 8 below. Accordingly, SLG Mortgage hereby represents and warrants to Assignee that (i) SLG Mortgage is the sole owner of the Senior Loan Assigned Interests, (ii) SLG Mortgage is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified in each jurisdiction required in order to execute, deliver and perform this Agreement, (iii) SLG Mortgage has the full power and authority to enter into and consummate the transactions contemplated by this 4641-007 Doc#45 Agreement without the consent, except as otherwise set forth in Section 16 below, of any third party, is authorized to execute, deliver and perform this Agreement, and the person or persons signing this Agreement on behalf of SLG Mortgage have been duly authorized to sign this Agreement on behalf of SLG Mortgage, (iv) this Agreement constitutes a valid, legal and binding agreement of SLG Mortgage enforceable against SLG Mortgage in accordance with its terms subject to (1) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors' rights generally, and (2) general principles of equity which may apply regardless of whether a proceeding is brought in law or in equity, (v) all actions (including, without limitation, all internal approvals) necessary to authorize the execution, delivery, and performance of this Agreement on behalf of SLG Mortgage have been duly taken, and all such actions continue in full force and effect as of the date hereof, and SLG Mortgage has duly executed and delivered this Agreement, (vi) there are no conditions precedent to the effectiveness of this Agreement as against SLG Mortgage that have not been satisfied or waived, (vii) the execution and delivery of this Agreement and the performance of SLG Mortgage's obligations hereunder, (1) will not violate SLG Mortgage's organizational documents, (2) constitute a default under, or result in the breach of, any material agreement or instrument to which SLG Mortgage is a party or to which any of SLG Mortgage's assets are subject, or (3) to SLG Mortgage's knowledge, constitute a violation by SLG Mortgage of any statute, law or regulation that is applicable to SLG Mortgage, which, in each c...
Representations and Warranties Authority. 42 13.1 Seller’s Representations and Warranties. 42 13.2 Buyer’s Representations and Warranties 44 13.3 General Covenants 45 13.4 Seller Covenants 45 13.5 Seller Commitments 45 13.6 Responsible Procurement 45 ARTICLE 14 ASSIGNMENT 45 14.1 General Prohibition on Assignments 45 14.2 Collateral Assignment 46 14.3 Permitted Assignment by Seller 47 ARTICLE 15 DISPUTE RESOLUTION 48 15.1 Applicable Law. 48 15.2 Dispute Resolution. 48 15.3 Attorneys’ Fees 48 ARTICLE 16 INDEMNIFICATION 48 16.1 Indemnification. 50 ARTICLE 17 INSURANCE 50 17.1 Insurance 50 ARTICLE 18 CONFIDENTIAL INFORMATION 52 18.1 Definition of Confidential Information 52 18.2 Duty to Maintain Confidentiality 52 18.3 Irreparable Injury; Remedies 53 18.4 Disclosure to Lenders, Etc. 53 18.5 Press Releases 53 ARTICLE 19 MISCELLANEOUS 53 19.1 Entire Agreement; Integration; Exhibits 53 19.2 Amendments 53 19.3 No Waiver 54 19.4 No Agency, Partnership, Joint Venture or Lease 54 19.5 Severability 54 19.6 Mobile-Sierra 54 19.7 Counterparts 54 19.8 Electronic Delivery 54 19.9 Binding Effect 54 19.10 Designated Fund; Limited Obligations 55 19.11 Change in Electric Market Design 55 19.12 Forward Contract 55 19.13 Further Assurances 56 Exhibits: Exhibit A Facility Description Exhibit B Facility Construction and Commercial Operation Exhibit C Compensation Exhibit D Scheduling Coordinator Responsibilities Exhibit E Form of Progress Report Exhibit F-1 Form of Average Expected Energy Report Exhibit F-2 Form of Monthly Available Capacity Report Exhibit G Guaranteed Energy Production Damages Calculation Exhibit H Form of Commercial Operation Date Certificate Exhibit I Form of Installed Capacity Certificate Exhibit J Form of Construction Start Date Certificate Exhibit K Form of Letter of Credit Exhibit L Form of Guaranty Exhibit M Metering Diagram Exhibit N Notices Exhibit O Seller Commitments Exhibit P Operating Restrictions RENEWABLE POWER PURCHASE AGREEMENT This Renewable Power Purchase Agreement (this “Agreement”) is entered into as of ______________, 2021 (the “Effective Date”), between Buyer and Seller. Xxxxx and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.
Representations and Warranties Authority
