Representations and Warranties of the Operating Company Sample Clauses

Representations and Warranties of the Operating Company the YieldCo General Partner, Holdings and the Partnership. Each of the Operating Company, the YieldCo General Partner, Holdings and the Partnership hereby represents and warrants to the Sponsors, as follows as of the Execution Date:

Representations and Warranties of the Operating Company. The Operating Company hereby represents and warrants to the Sponsor, as of the date hereof, as follows: (a) The Operating Company has been duly formed and is validly existing and in good standing as a limited liability company under the Laws of the State of Delaware with all requisite limited liability company power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Waiver Agreement. (b) The Operating Company (i) has all requisite limited liability company power and authority to execute and deliver this Waiver Agreement and to perform its obligations hereunder, and (ii) has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Waiver Agreement. (c) This Waiver Agreement has been duly and validly executed and delivered by the Operating Company and, assuming this Waiver Agreement has been duly and validly authorized, executed and delivered by the Sponsor, constitutes a legal, valid and binding obligation of the Operating Company, enforceable against the Operating Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity. (d) The execution, delivery and performance of this Waiver Agreement by the Operating Company will not (i) conflict with or violate any provision of its certificate of formation or limited liability company agreement, (ii) constitute, with or without notice or the passage of time or both, a material violation, a material breach or default, create a material lien, conflict in any material respect with, or require any material consent or approval, or give rise to any material right of termination, modification, cancellation, prepayment, suspension, limitation, revocation, preemption, right of first refusal (or similar right to purchase) or acceleration under any material indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or credit arrangement to which such Person is a party, or (iii) contravene, in any material respect, any mate...

Representations and Warranties of the Operating Company. The Operating Company does hereby represent and warrant to the Agency as follows:

Representations and Warranties of the Operating Company. The Operating Company represents and warrants that (A) it is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, with all necessary corporate power and authority to enter into and perform its obligations under this Agreement and (B) this Agreement has been duly and validly authorized, executed and delivered by the Operating Company and is binding on and enforceable against the Operating Company in accordance with its terms.

Representations and Warranties of the Operating Company. The Operating Company makes representations and warranties to the WFOE and agrees with the WFOE as follows:

Representations and Warranties of the Operating Company. The Operating Company represents and warrants that (i) it is a limited liability company duly incorporated and is validly existing under the laws of the State of Delaware, (ii) it has all requisite limited liability power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by the Operating Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary limited liability action on the part of the Operating Company, (iv) this Agreement constitutes a legal, valid and binding obligation of the Operating Company enforceable against the Operating Company in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally, and (v) the execution, delivery and performance of this Agreement by the Operating Company and the consummation by the Operating Company of the transactions contemplated hereby will not (A) result in a violation of the LLC Agreement, or (B) conflict with, result in a breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any rights of termination, suspension, amendment, acceleration or cancellation, under any agreement, contract, commitment, instrument, undertaking, lease, note, mortgage, indenture, license or arrangement, whether written or oral, to which the Operating Company is a party or by which any property or asset of the Operating Company is bound or affected, or (C) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Operating Company or by which any property or asset of the Operating Company is bound or affected.

Representations and Warranties of the Operating Company. Except as set forth on the Schedules referenced in this Section 3, the Operating Company represents and warrants to SKT Holdings as follows:

Representations and Warranties of the Operating Company. Except as set forth in the terms of this ARTICLE V and the disclosure schedules delivered by the Operating Company to the Purchaser on the date hereof (the “Company Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, the Operating Company hereby represent and warrant to the Purchaser, as of the date hereof as follows:

Representations and Warranties of the Operating Company. The Operating Company hereby represents and warrants to and for the benefit of the Parent as of the Execution Date, with full knowledge that the Parent is relying upon the same, as follows:

Representations and Warranties of the Operating Company. The Operating Company hereby represents and warrants to each Transferor as follows: