REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer hereby represents and warrants to Seller as follows as of the date hereof and as of the Closing Date (except for such representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date):
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer represents and warrants to Seller as of the date hereof that:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer represents and warrants to Seller, except as set forth in the Buyer Disclosure Schedule, as follows:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Section 5.1 Organization 33 Section 5.2 Authorization 33 Section 5.3 Noncontravention 33 Section 5.4 Government Authorizations 34 Section 5.5 Financial Capacity 34 Section 5.6 Investment 34 Section 5.7 Litigation 34 Section 5.8 Brokers' Fees 34 Section 5.9 Information 35 Section 5.10 Energy-Related Holdings 35 Section 5.11 No Foreign Control 36 Section 5.12 Tax Matters 36 Section 5.13 Solvency 36 Article VI. COVENANTS Section 6.1 Conduct of the Company 36 Section 6.2 Access to Information; Confidentiality 39 Section 6.3 Further Assurances 40 Section 6.4 Consents and Approvals 41 Section 6.5 Public Announcements 43 Section 6.6 Post-Closing Access; Preservation of Records 43 Section 6.7 Tax Matters 43 Section 6.8 Insurance 46 Section 6.9 Support Obligations 46 Section 6.10 Employee Relations and Benefits 47 Section 6.11 Sale or Disposal of Company Interests 49 Section 6.12 Termination of Affiliate Contracts 49 Section 6.13 Transfer Restrictions Under Joint Venture Agreements 50 Section 6.14 Replacement of O&M and Shared Facility and Common Facility Agreements 50 Section 6.15 Post-Closing Commercially Reasonable Efforts 50 Section 6.16 Post-Closing Further Assurances 50 Section 6.17 PXiSE Energy Solutions, LLC License 51 Section 6.18 Cooperation with Financing 51
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. 34 Section 5.1 Organization 34 Section 5.2 Authorization 35 Section 5.3 Noncontravention 35 Section 5.4 Government Authorizations 35 Section 5.5 Financial Capacity 35 Section 5.6 Investment 35 Section 5.7 Litigation 35 Section 5.8 Brokers’ Fees 35 Section 5.9 Information 36 Section 5.10 Energy-Related Holdings 36 Section 5.11 Tax Matters 36 Section 5.12 Solvency 37 Section 5.13 Money Laundering Laws and Sanctions Laws Compliance 37 ARTICLE VI COVENANTS 37 Section 6.1 Conduct of the Company 37 Section 6.2 Access to Information; Confidentiality 39 Section 6.3 Further Assurances 40 Section 6.4 Consents and Approvals 40 Section 6.5 Public Announcements 40 Section 6.6 Post-Closing Access; Preservation of Records 41 Section 6.7 Tax Matters 42 Section 6.8 Insurance 44 Section 6.9 Support Obligations 44 Section 6.10 Post-Closing Further Assurances 44 Section 6.11 Company Disclosure Schedule Update 45 Section 6.12 Guarantee. 46 Section 6.13 Compliance with NJ Bulk Sales Law 47 ARTICLE VII CONDITIONS TO CLOSING 47 Section 7.1 Buyer’s Conditions to Closing 47 Section 7.2 Sellers’ Conditions Precedent to Closing 49 Section 7.3 Mutual Conditions to Closing 49 ARTICLE VIII SURVIVAL AND REMEDIES 50 Section 8.1 Survival 50 Section 8.2 Obligation to Indemnify 50 Section 8.3 Indemnification Procedure 51 Section 8.4 Measure of and Limitations upon Indemnification 52 Section 8.5 Limitations on Remedies 53 Section 8.6 Set-off Rights 56 Section 8.7 Exclusive Remedy. 56 ARTICLE IX TERMINATION 56 Section 9.1 Termination Events 56 Section 9.2 Effect of Termination 57 ARTICLE X MISCELLANEOUS 57 Section 10.1 Parties in Interest 57 Section 10.2 Assignment 57 Section 10.3 Notices 57 Section 10.4 Amendments and Waivers 58 Section 10.5 Exhibits and Schedules 59 Section 10.6 Headings 59 Section 10.7 Joint Preparation of Agreement 59 Section 10.8 Entire Agreement 59 Section 10.9 Severability 59 Section 10.10 Expenses 60 Section 10.11 No Recourse Against Non-Recourse Persons 60 Section 10.12 Specific Performance 60 Section 10.13 Legal Representation 61 Section 10.14 Governing Law 62
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. In order to induce Seller Parties to enter into and perform this Agreement and to consummate the Transactions, Buyer hereby represents and warrants to the Seller Parties that the following representations and warranties are true, accurate and complete as of the Closing:
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Except as set forth in the Buyer Disclosure Schedule, Buyer hereby represents and warrants to Seller that the statements contained in this Article V are complete and correct as of the Execution Date, and will be complete and correct as of the Closing Date (unless any such representation or warranty speaks to an earlier date and provided that any such representation or warranty that speaks to a “current” or “currently” dated time period shall be deemed to refer to such representation or warranty as of the Execution Date):
REPRESENTATIONS AND WARRANTIES REGARDING BUYER. Buyer represents and warrants to Seller, as of the Execution Date and as of the Closing Date, as follows:
