Seller Covenants Clause Samples

Seller Covenants. (i) Seller covenants throughout the Delivery Term that it will take no action or permit any other person or entity (other than Buyer) to take any action that would impair in any way Buyer’s ability to rely on the Project in order to satisfy its Resource Adequacy Requirements; and (ii) Seller covenants that it shall comply with all CAISO Tariff requirements and/or Participating TO tariff requirements, as applicable, that are applicable to an Interconnection Customer (as defined in the CAISO Tariff or Participating TO’s tariff, as applicable) and shall take any other necessary action, including payment of fees and submission of requests, applications or other documentation, to promote the completion of the Electric System Upgrades prior to the RA Start Date.

Seller Covenants. Seller covenants to Buyer that it shall comply with all of the requirements of the Act and other Requirements of Law applicable to Seller, the Facility, and/or Seller’s obligations under the Agreement. Without limiting the generality of the foregoing Seller represents and warrants to Buyer as of the Effective Date of this Agreement and throughout the Term of this Agreement that: (a) [prior to commencement of construction of the Facility Seller shall have obtained an approved and valid report of proposed construction or certificate of public convenience and necessity for the Facility from the [Commission] if not required delete and renumber accordingly]; (b) Seller has submitted to the Transmission Provider and the Transmission Provider has accepted the completed interconnection request for the Facility; and (c) Seller has obtained all required approvals and certifications that the Facility is a Qualifying Facility from FERC. Seller agrees and acknowledges that ▇▇▇▇▇ has entered into this Agreement in reliance upon the representations and warranties set forth in this section, and in the event of a breach or failure of or relating to any of the foregoing covenants and warranties, including without limitation for being false or misleading in any respect, then this Agreement will terminate upon Buyer providing Seller with thirty (30) day’s written notice unless such breach or failure has been cured before the end of such thirty (30) day period. Seller will indemnify and hold Buyer harmless for any breach or failure relating to any of the foregoing covenants and warranties, notwithstanding anything else to the contrary in this Agreement.

Seller Covenants. The Seller hereby covenants that: (a) Receivables to be Accounts or General Intangibles. The Seller will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC as in effect in the Relevant UCC State), except in connection with the enforcement or collection of a Receivable. Except in such circumstances, the Seller will take no action to cause any Receivable to be anything other than an "account" or a "general intangible" (each as defined in the UCC as in effect in the Relevant UCC State).

Seller Covenants. The covenants and obligations required by this Agreement to be performed or complied with by Seller at or before the Closing Date have been duly performed or complied with in all material respects.

Seller Covenants. (a) Between the date of this Agreement and the Closing Date, except to the extent such matters are the responsibility of the Buyer under the Management Agreement relating to the Coronado South Property (during the time such Management Agreement is in effect), each Seller agrees that it will maintain, operate, staff and rent its Property in a manner which is substantially similar to that in which it is currently being maintained, operated, staffed and rented and make any and all repairs and replacements reasonably required to deliver the Property to Buyer at Closing substantially in its present condition, normal wear and tear and casualty and condemnation excluded; provided, however, in no event shall any Seller be required to make any capital improvements to any Property except to the extent the same are required pursuant to the express provisions of this Agreement, including the Coronado South Improvements and the Rivermark Construction. (b) At all times prior to the Closing Date with respect to each Property, Sellers shall maintain or cause to be maintained, at such Sellers' sole cost and expense, all policies of casualty insurance currently in effect with respect to such Property (or comparable replacements thereof), unless such policies are no longer available upon commercially reasonable terms. (c) Sellers shall terminate prior to the Closing Date with respect to each Property, at no cost or expense to Buyer, all employees, if any, of such Property. (d) Following the Closing Date until March 31, 2006, each Seller shall provide Buyer or its representatives with Property information, to the extent the same is in Seller's actual possession or control, (i) if reasonably requested by Buyer in connection with any audit being performed by Buyer; the information to be provided may include revenue and expense records (including, without limitation, monthly rent rolls, monthly bank statements, collection reports, selected tenant lease files, selected vendor paid bills/invoices, property and liability insurance premium notices and policies, real property tax assessments and bills, property management contracts, payroll information (including payroll general ledger accounts, employee names and gross pay), selected tenant leases, selected invoices for legal, audit and professional services and selected utility bills), detail general ledger, general ledger trial balances or financial statements, description of the accounting system in place, and a representation le...

Seller Covenants. Seller covenants and agrees as follows:

Seller Covenants. The Seller hereby covenants that:

Seller Covenants. (a) Seller shall maintain ownership of and demonstrable exclusive rights to the Project throughout the Term. (b) Seller shall deliver the Product to SCE free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person. (c) Seller shall obtain, maintain and remain in compliance with all Permits, agreements (including interconnection agreements) and rights (including transmission rights) necessary to operate the Project and provide the Product to SCE in accordance with this Agreement. (d) Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of (e) [Reserved.] (f) Seller shall furnish SCE, the CPUC, each applicable Governmental Authority, and the CAISO with such evidence as may reasonably be requested to demonstrate SCE’s ownership of or exclusive right to the Product during the Delivery Period. (g) Seller shall, and shall cause the SC (if any) to, comply with Applicable Laws relating to the Project and the Product. (h) Throughout the Delivery Period: (i) No portion of the Product will be committed by Seller to any third party in order to satisfy RA Compliance Obligations or analogous obligations in any CAISO Markets or non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and Seller, an order of the CPUC, or at the direction of SCE. (ii) If the CAISO designates any portion of the Project as CPM Capacity Seller shall, and shall cause the Project’s SC to: (A) Promptly (and in any event within one (1) Business Day of the ▇▇▇▇ ▇▇▇▇▇▇ or such SC receives notification from the CAISO) notify SCE and (B) Not accept any such designation by the CAISO unless and until SCE has agreed to accept such designation, provided that SCE shall have the exclusive right to offer the Product and Project, or any portion thereof, to the CAISO as CPM Capacity. (i) Seller shall perform all covenants (if any) set forth in Section 9.04 of Attachment 1.

Seller Covenants. The Seller hereby covenants and agrees with the Purchaser as follows: