Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser as follows:
(a) Seller has the requisite power and authority to execute, deliver and perform his obligations under this Agreement, having received written authorization to proceed with the sale from the Business Advisors to the trust. This Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms.
(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency applicable to or binding upon Seller, or (ii) breach or constitute a default under any agreement to which Seller is a party or by which Seller is bound.
(c) Seller is the owner of the Shares of the Purchaser being sold, assigned, bargained and conveyed pursuant hereto, free from any security interest, pledge, option, equity, claim or other right or interest of any kind. Upon the sale to Purchaser, Purchaser will acquire the Shares being transferred, free from any security interest, pledge, option, equity, claim or other right or interest of any kind.
(d) Seller has received and carefully reviewed Purchaser’s filings with the Securities and Exchange Commission and Purchaser’s press releases posted on Purchaser’s website (the filings and press releases, the “Purchaser Disclosure”) and has had full access to Purchaser’s other directors and executives for purposes of discussion the Company’s condition, operations and plans. Seller acknowledges that no oral representations have been made or information furnished to Seller or Seller’s representatives that are in any way inconsistent with the Purchaser Disclosure. Seller confirms that no representations, warranties, or other agreements (whether express or implied) have been made by Purchaser with respect to the transactions contemplated hereby, except for those representations, warranties, and agreements that are specifically set forth in this Agreement.
(e) Seller, to the extent necessary, shall, without additional consideration, take such additional or further actions and execute such other or further documents as may be reasonably requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated hereby.
Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:
Representations, Warranties and Covenants of Seller. Seller represents, warrants and covenants to SCE that: As of the Approval Date, Seller has Site Control and covenants that it will maintain Site Control for the remainder of the Term. As of the Effective Date and the Approval Date, to the best of Seller’s knowledge, each specification and description of each Generating Unit and the Project and the Product in Article One (and related appendices) is true and correct. Seller covenants that, throughout the Term, Seller will promptly provide SCE with Notice of any change in any of the specifications or descriptions set forth in Article One (and related appendices). The Project is a New Resource. Throughout the Delivery Period: Seller owns or has the exclusive right to the Product, and shall furnish Buyer, CAISO, CPUC and each applicable Governmental Authority with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right. No portion of the Product has been committed by Seller to any third party in order to satisfy RA Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and Seller.
(i) Seller shall, and shall cause each Generating Unit’s SC to promptly (and in any event within one (1) Business Day of the xxxx Xxxxxx or such SC receives notification from the CAISO) notify Buyer in the event the CAISO designates any portion of the Project as CPM Capacity and (ii) in the event the CAISO makes such a designation Seller shall, and shall cause each Generating Unit’s SC to not accept any such designation by the CAISO unless and until Buyer has agreed to accept such designation. Buyer shall have the exclusive right to offer the Product and Project, or any portion thereof, to the CAISO as CPM Capacity. Each Generating Unit is connected to the CAISO Grid, is within the CAISO Control Area, and is under the control of CAISO. Seller shall, and each Generating Unit’s SC, owner and operator is obligated to, comply with Applicable Laws, including the Tariff, relating to the Product. Buyer shall have no liability for the failure of Seller or the failure of any Generating Unit’s SC, owner, or operator to comply with such Tariff provisions, including any penalties, charges or fines imposed on Seller or any Generating Unit’s SC, owner, or operator for such noncompliance. Seller has notified the SC of each Generating Unit that Seller has transferred the Product to Buyer, with respect to each day of each Showing ...
Representations, Warranties and Covenants of Seller. On and as of the Closing Date, Seller shall have duly and timely performed each and every material agreement to be performed by Seller hereunder and Seller’s representations and warranties set forth in this Agreement shall be true and correct in all material respects.
Representations, Warranties and Covenants of Seller. 2.1 As an inducement for Purchaser to enter into this Agreement, as of the date hereof and as of the Issue Date, Seller represents, warrants, and agrees as follows:
2.1.1 This Agreement has been or, as of the Closing Date, will have been duly executed and delivered by Seller and constitutes or, upon execution, will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and by limitations on the availability of equitable remedies).
2.1.2 On the Issue Date, Seller will deliver the Securities free and clear of any liens, claims, security interest or other encumbrances created by or through Seller, and Seller has full power and right to issue the Securities pursuant to the terms hereof. On and at all times after the Issue Date, all of the Securities shall be duly authorized, validly issued, fully paid, and non-assessable.
Representations, Warranties and Covenants of Seller. The Seller makes the following representations, warranties and covenants on which the Trust is deemed to have relied in acquiring the Trust Property. The representations, warranties and covenants speak as of the Closing Date, and shall survive the sale of the Trust Property to the Trust and the pledge thereof by the Trust to the Indenture Trustee pursuant to the Indenture:
Representations, Warranties and Covenants of Seller. Seller hereby represents, warrants, and covenants to Buyer that as of the date of this Agreement:
Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing Date as follows:
Representations, Warranties and Covenants of Seller. The representations and warranties of the Seller contained herein and any other documents delivered by the Seller in connection with this Agreement shall be true and correct in all material respects at the Closing; and the Seller shall have performed all obligations and complied with all agreements, undertakings, covenants and conditions required by this Agreement to be performed or complied with by it or prior to the Closing.
Representations, Warranties and Covenants of Seller. All representations and warranties made in this Agreement by Seller shall be true as of the Closing Date as fully as though such representations and warranties had been made on and as of the Closing Date, and, as of the Closing Date, Seller shall not have violated nor shall have failed to perform in accordance with any covenant contained in this Agreement.
