Common use of Seller Representations Clause in Contracts

Seller Representations. Seller hereby represents and warrants that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) Seller has or will obtain all necessary corporate approvals for the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Seller's obligations hereunder which Seller has reason to believe that it will be unable to obtain in due course; and (e) Neither the execution nor delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Seller.

Seller Representations. Seller hereby represents and warrants that: (a) It is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation formation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) Seller has or will obtain all necessary corporate approvals for the The execution and delivery of this Agreement and the performance of its obligations hereunderhereunder have been duly authorized by all necessary corporate action; (c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), is required to authorize, or ) is required in connection with the executiondue authorization, execution and delivery and performance of this Agreement by Seller or the performance of by Seller's of its obligations hereunder which Seller has reason to believe that it will be unable to obtain in due coursecourse on or before the date required for Seller to perform such obligations; and (e) Neither the execution nor and delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws by-laws of the Seller or any Contractual Obligation contractual obligation of the Seller or (ii) to the best knowledge of Seller, results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or of default under any Contractual Obligation contractual obligation of the Seller.

Seller Representations. The Seller hereby represents and warrants thatto the Buyer in each of the following terms as at the date of this Agreement and at the Project Commissioning Date: (a) It The Seller is a corporation duly organized, organised and validly existing and in good standing under the laws of Israel and is qualified to conduct its business in the state of its incorporation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyHost Country; (b) The execution, delivery and performance of this Agreement are within its powers, have been duly authorised by all necessary action and do not violate or conflict with or require any consent or waiver under any of the terms or conditions in its governing documents or any material contract to which it is a party or by which any of its assets are bound or affected, or any law, rule, regulation, order, statement of claim, judgment, decree or other legal or regulatory determination applicable to it; (c) All Consents necessary for: (i) the Seller to perform their obligations under this Agreement; and (ii) the conduct of the business of the Seller and the construction, maintenance and operation of the Project, have been obtained and are in full force and effect. As of the Project Commissioning Date, the Seller has not received any notice of violation of any material Consents relating to the Project; (d) This Agreement constitutes legal, valid and binding obligations of the Seller enforceable in accordance with its terms; (e) There are no Bankruptcy Proceedings pending or will obtain all necessary corporate approvals for being contemplated by the Seller or, to its knowledge, threatened against the Seller; (f) There are no claims, actions, proceedings or investigations pending or, to the Seller knowledge, threatened against or relating to the Seller before any competent authority that may materially adversely affect its ability to perform this Agreement; (g) The Seller is not subject to any judgment, rule, order, statement of claim, injunction or decree of competent authority that materially adversely affects its ability to perform this Agreement; (h) This Agreement, the execution and delivery of this Agreement and the performance fulfillment and compliance with the terms of its obligations hereunderthis Agreement by the Seller will not materially conflict with any of, or require the consent of any person under, any loan or security agreement, or other material agreement to which the Seller is a party; (ci) This Agreement is a legal, valid and binding obligation of All information regarding the Project delivered from the Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights Buyer is true and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals of equity (regardless of whether considered in a proceeding in equity or at law)accurate; (dj) To All Projects should have all governmental permits and approvals according to the best knowledge of SellerHost Country laws and regulations, as of which means that the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which licenses and permits necessary for construction and development have been previously obtained obtained; (k) The Seller shall not, during the term of this Agreement, enter into any contract or disclosedaccept any obligation inconsistent or incompatible with its obligations under this Agreement; (l) The Seller has all unencumbered rights, title and interest to all CERs generated by the Project; (m) The Seller has not sold, will not sell, transferred, assigned, licensed, disposed of, granted or otherwise created any interest or encumbrances in writingthe CERs, to Buyer), is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Seller's obligations hereunder which Seller has reason to believe that it will be unable to obtain in due courseany Third Party; and (en) Neither The Seller embraces the execution nor delivery UN Global Compact's ten principles (htxx://xxx.xxxxxxxxxxxxxxx.xxx/xxxxxxxxxx/thetenprinciples/index.html) in the conduction of this Agreement by Seller nor compliance by Seller with any of its businesses and the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results Project in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Sellerparticular.

Seller Representations. Seller hereby represents and warrants that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) Seller has or will obtain all necessary corporate approvals for the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Seller's obligations hereunder which Seller has reason to believe that it will be unable to obtain in due course; and (e) Neither the execution nor delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Seller.