Common use of Representations, Warranties and Covenants of Guarantor Clause in Contracts

Representations, Warranties and Covenants of Guarantor. (a) The Guarantor hereby represents and warrants (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification would not cause a Material Adverse Effect, (ii) that it has all requisite corporate power, authority and legal right to execute, deliver and perform its obligations under this Guaranty, (iii) that the execution, delivery and performance of this Guaranty by it have been duly authorized by all necessary corporate action, are not in contravention of law, and will not conflict with or result in a breach of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all filings and registrations with, authorizations, approvals and consents of any Governmental Authority or any other Person necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been made or obtained and are in full force and effect, (v) that this Guaranty has been duly and validly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in accordance with its terms, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) that the execution, delivery and performance of this Guaranty will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, (viii) that the Guarantor has received and reviewed copies of the Program Documents, (ix) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Seller and the Guarantor has determined that it will benefit from the execution of the Program Documents.

Representations, Warranties and Covenants of Guarantor. (a) The In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor hereby represents represents, warrants and warrants covenants that: Guarantor (i) that it is a duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction under of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is organized engaged and is duly qualified presently proposes to do business engage; Guarantor has the corporate, trust, partnership or limited liability company power and is in good standing in every other jurisdiction authority, as to which the nature of the business conducted by it makes such qualification necessarycase may be, except where the failure to obtain such qualification would not cause a Material Adverse Effect, (ii) that it has all requisite corporate power, authority and legal right to execute, deliver and perform its obligations under the terms and provisions of this Guaranty and has taken all necessary corporate, trust, partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; neither the execution, delivery or performance by Guarantor of this Guaranty, nor compliance by it with the terms and provisions hereof, will (iiii) that contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under any agreement, contract or instrument to which Guarantor is a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or enforceability against Guarantor of this Guaranty; and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty by it have been duly authorized by all necessary corporate actionsuch Guarantor or (ii) the legality, are not in contravention validity, binding effect or enforceability of law, and will not conflict with or result in a breach of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all filings and registrations with, authorizations, approvals and consents of any Governmental Authority or any other Person necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been made or obtained and are in full force and effect, (v) that this Guaranty has been duly and validly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in accordance with its terms, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) that in each case, except where non-compliance would not reasonably be expected to have a material adverse effect upon the executionlegality, delivery and performance validity, binding effect or enforceability against Guarantor of this Guaranty will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, (viii) that the Guarantor has received and reviewed copies of the Program Documents, (ix) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Seller and the Guarantor has determined that it will benefit from the execution of the Program Documents.

Representations, Warranties and Covenants of Guarantor. (a) The In order to induce NYSERDA to enter into the purchase of Tier 4 RECs pursuant to the Agreement, Guarantor hereby represents represents, warrants and warrants covenants that: Guarantor (i) that it is a duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction under of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is organized engaged and is duly qualified presently proposes to do business engage; Guarantor has the corporate, trust, partnership or limited liability company power and is in good standing in every other jurisdiction authority, as to which the nature of the business conducted by it makes such qualification necessarycase may be, except where the failure to obtain such qualification would not cause a Material Adverse Effect, (ii) that it has all requisite corporate power, authority and legal right to execute, deliver and perform its obligations under the terms and provisions of this Guaranty and has taken all necessary corporate, trust, partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this Guaranty; Guarantor has duly executed and delivered this Guaranty, and this Guaranty constitutes the legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms; neither the execution, delivery or performance by Guarantor of this Guaranty, nor compliance by it with the terms and provisions hereof, will (iiii) that contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality or (ii) conflict with, violate or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under any agreement, contract or instrument to which Guarantor is a party, except where non-compliance would not reasonably be expected to have a material adverse effect upon the legality, validity, binding effect or enforceability against Guarantor of this Guaranty; and no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the date when required and which remain in full force and effect), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution, delivery and performance of this Guaranty by it have been duly authorized by all necessary corporate actionsuch Guarantor or (ii) the legality, are not in contravention validity, binding effect or enforceability of law, and will not conflict with or result in a breach of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all filings and registrations with, authorizations, approvals and consents of any Governmental Authority or any other Person necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been made or obtained and are in full force and effect, (v) that this Guaranty has been duly and validly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in accordance with its terms, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) that in each case, except where non-compliance would not reasonably be expected to have a material adverse effect upon the executionlegality, delivery and performance validity, binding effect or enforceability against Guarantor of this Guaranty will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, (viii) that the Guarantor has received and reviewed copies of the Program Documents, (ix) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Seller and the Guarantor has determined that it will benefit from the execution of the Program Documents.

Representations, Warranties and Covenants of Guarantor. (a) The Guarantor hereby represents and warrants that (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, necessary (except where the failure to obtain such qualification would be so qualified will not cause have a Material Adverse Effectmaterial adverse effect on its financial condition), (ii) that it has all requisite corporate power, power and authority and legal right to execute, deliver enter into and perform its obligations under this Guaranty, (iii) that the execution, delivery and performance of this Guaranty by it have been duly authorized by all necessary corporate action, proper action and are not in contravention of law, and will not conflict with law or result in a breach of the terms of its articles Articles of incorporation, byIncorporation or By-lawsLaws, or any material agreement, instrument, indenture or other material undertaking to which it is a party or by which it is bound, (iv) that all filings registrations and registrations with, authorizations, approvals and consents of any Governmental Authority governmental agency, department or any other Person commission necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been made or obtained and are in full force and effect, (v) that this Guaranty has been duly and validly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies, (vi) that except as described on Schedule A hereto, no legal proceedings are pending, or threatened, before any court or governmental agency which would materially and adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, and (vii) that the execution, delivery and performance of this Guaranty will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, (viii) that the Guarantor has received and reviewed copies of the Program Documents, (ix) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Seller and the Guarantor has determined that it will benefit from the execution of the Program DocumentsFinancing Facility Agreement.