Representations, Warranties and Covenants of Buyers. (i) (A) The representations and warranties of Buyers set forth in Section 4.1, Section 4.7, Section 4.8 and Section 4.11(a), shall be true, accurate and complete in all respects as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date and (B) the representations and warranties of the Buyers set forth in Article IV (other than the representations and warranties set forth in Section 4.1, Section 4.7, Section 4.8 and Section 4.11(a)) shall be true, accurate and complete (disregarding any qualifications as to materiality or Buyer Material Adverse Effect) as of the date of this Agreement and (except to the extent such representation or warranty speaks as of an earlier date, in which case the representation or warranty shall be true and correct as of such date) as of the Closing Date as though made on and as of that date, except (in the case of this clause (B) only), for any failures of such representations and warranties to be so true, accurate and complete that do not constitute a Buyer Material Adverse Effect, and (ii) the covenants and agreements of Buyers to be performed on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
Representations, Warranties and Covenants of Buyers. Each Buyer, severally and not jointly, represents, warrants and covenants to the Seller that:
Representations, Warranties and Covenants of Buyers. Buyers shall have duly performed each and every covenant, agreement and/or obligation to be performed by Buyers on or prior to the Closing Date hereunder in all material respects and Buyers’ representations and warranties set forth herein shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, and Seller shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of each Buyer.
Representations, Warranties and Covenants of Buyers. Buyers agree and represent and warrant to CISO that as of the date of this Agreement and as of the Closing:
Representations, Warranties and Covenants of Buyers. Buyers shall have complied in all material respects with its agreements and covenants contained herein to be performed on or prior to the Closing Date, and the representations and warranties of Buyers contained herein in the aggregate shall be true in all material respects on and as of the Closing Date with the same effect as though made on and as of the Closing Date, except (a) as otherwise contemplated hereby, and (b) to the extent that any such representations and warranties were made as of a specified date and as to such representations and warranties the same shall continue on the Closing Date to have been true in all material respects as of the specified date. For purposes of the preceding sentence, specific material adverse effect and materiality qualifiers contained in individual representations and warranties shall be disregarded. The Stockholders' Representative shall have received a certificate of Buyers, dated as of the Closing Date and signed by an officer of Buyers ("Buyers' Certificate"), certifying as to the fulfillment of the condition set forth in this Section 6.01.
Representations, Warranties and Covenants of Buyers. Each Buyer makes the following representations, warranties and covenants to Seller as of the Effective Date and continuing throughout the Agreement Term:
(a) Such Buyer is, (i) with respect to SCPPA and PWRPA, a validly existing California joint powers authority, and (ii) with respect to Corona, Lodi, Xxxxxx Valley and Rancho Cucamonga a validly existing California municipal corporation, and has the legal power and authority to own its properties, to carry on its business as now being conducted and to enter into this Agreement, and to carry out the transactions contemplated hereby and thereby, and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement.
(b) The execution, delivery and performance by such Buyer of this Agreement (i) have been duly authorized by all necessary action, and does not and will not require any consent or approval of such Buyer’s (or, in the case of SCPPA, SCPPA’s Participating Members’) regulatory or governing bodies, other than that which has been obtained; provided that further authorizations from such Buyer’s (or, in the case of SCPPA, SCPPA’s Participating Members’) regulatory or governing bodies will be required for Buyers to exercise the Project Purchase Option; and (ii) does not violate any federal, state, and local law, including the California Government Code and similar laws.
(c) This Agreement constitutes the legal, valid and binding obligation of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(d) Such Buyer is not in violation of any federal, state, and local law, which violations, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of such Buyer, or the ability of such Buyer to perform any of its obligations under this Agreement.
(e) Buyers’ Agent has been appointed as the agent for Buyers pursuant to an agreement entered into by Buyers, dated as of the Effective Date, a true and correct copy of which has been furnished to Seller, for the purposes of administering this Agreement, and Buyers’ Agent has the power and aut...
Representations, Warranties and Covenants of Buyers. In order to induce Seller to issue and sell the shares to Buyers, each Buyer, severally and not jointly, hereby represents, warrants and covenants to Seller, for himself, herself or itself and for no other Buyer, which representations and warranties shall survive the execution of this Agreement and the consummation of the transactions contemplated hereby, as follows:
(a) Each Buyer has the financial ability to bear the economic risk of its investment in the Shares (i.e., each Buyer can afford a complete loss of its investment).
(b) Each Buyer has adequate means of providing for its current needs and possible contingencies, and has no need for liquidity in the investment in the Shares and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of the Shares.
(c) Each Buyer's overall commitment to investments which are not readily marketable is not disproportionate to its net worth and its investment in the Shares will not cause such overall commitment to become excessive. Each Buyer has determined that the purchase of the Shares is consistent with its investment objectives and income prospects.
(d) Each Buyer has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Shares.
(e) Each Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or under applicable state securities laws.
(f) Each Buyer is acquiring the Shares solely for its own account, for investment purposes only and not with the intention of, or a view toward, the subdivision, resale, transfer or further distribution thereof.
(g) Each Buyer shall not sell or otherwise dispose of the Shares unless and until a registration statement covering such proposed disposition shall be in effect under the Act, and under applicable state securities laws, or Seller shall have received a written opinion of counsel to such Buyer to the effect that such proposed disposition would be exempt from the registration requirements of the Act and of applicable state securities laws.
(h) Each Buyer understands that the foregoing representations, warranties and covenants are being relied upon by Seller in connection with Seller's entering into this Agreement.
(i) No Buyer has engaged or dealt with any person or entity who would be entitled to any broker's or finder's fee or commission with respec...
Representations, Warranties and Covenants of Buyers. As an inducement to, and to obtain the reliance of, Seller, Buyers represent, warrant, and covenant to Seller as follows:
Representations, Warranties and Covenants of Buyers. As an inducement to Seller to enter into this Agreement and to consummate these transactions, Buyer represents, warrants and covenants to Seller and agrees that as of this date and through and including the Closing Date:
Representations, Warranties and Covenants of Buyers. (a) The representations and warranties of Buyers made in this Agreement shall be true and correct as of the date hereof and as of the Closing, as though made as of the Closing and (b) Buyers shall have performed and complied in all material respects with all terms, agreements and covenants contained in this Agreement required to be performed or complied with by Buyers on or before the Closing Date.
