Seller’s Affirmative Covenants. Seller agrees that:
Seller’s Affirmative Covenants. Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of [XX] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the rights, liens and priorities of SCE with respect to its Security Interest furnished pursuant to this Agreement. Seller shall ensure that no less than twenty percent (20%) of Seller’s aggregate costs to complete the initial development, engineering, procurement and construction of the Project are funded by equity contributions to Seller. The amount funded by equity contributions shall not be less than Ten Million Dollars ($10,000,000). The foregoing shall not impose any obligations that survive the Initial Delivery Date, provided that if SCE determines after the Initial Delivery Date that Seller breached this obligation with respect to any time prior to the Initial Delivery Date, SCE retains all rights under this Agreement, including, without limitation under Article Three, with respect to such occurrence; Seller shall obtain, maintain and remain in compliance with all permits, interconnection agreements and transmission rights necessary to operate the Project and to provide the Product to SCE in accordance with this Agreement; Seller shall deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person; Seller shall provide and execute all documents and instruments reasonably necessary (including documents amending this Agreement in ways not materially adverse to Seller and documents reflecting compliance with all applicable Tariff provisions and applicable decisions of the CPUC and/or any other Governmental Authority that address Resource Adequacy performance obligations and penalties hereunder) to effect the use of the Resource Adequacy Benefits of the Project for SCE’s sole benefit through the Delivery Period; Seller shall maintain Site Control throughout the period beginning on the Approval Date and ending on the last day of the Term; Seller shall, throughout the Term, promptly provide SCE with Notice of any change...
Seller’s Affirmative Covenants. With respect to the Assets, except as may be agreed in writing by Buyer, Seller shall at all times from the date hereof through the Closing Date use its commercially reasonable efforts to take all actions proper and advisable in order to consummate the transaction contemplated by this Agreement, including without limitation:
Seller’s Affirmative Covenants. In addition to the other covenants and undertakings set forth herein, Seller makes the following affirmative covenants, each of which shall survive Closing hereunder:
Seller’s Affirmative Covenants. (a) Seller shall maintain the Property free from waste and neglect and in good order and repair and shall keep and perform or cause to be performed all obligations of the owner under the Lease and the lease termination agreement described in Condition 6 of SECTION 4 hereof, and all obligations of the owner of the Property under any recorded title documents or other documents affecting the Property and under applicable laws, codes, ordinances, rules and regulations through the Closing Date or termination of this Agreement, and Seller shall tender possession of the Property to the Buyer in the same environmental condition the Property was in when last inspected by Buyer. Seller shall only be deemed in default pursuant to the last portion of the preceding sentence if the environmental condition thereof has materially adversely changed by reason or any act or omission of Seller. If any such adverse environmental change is due to any other reason, Buyer may, at its option, either accept such condition and proceed to close, or terminate this Agreement, in which event the Xxxxxxx Money shall be promptly returned to Buyer.
Seller’s Affirmative Covenants. Seller covenants and agrees that, unless Purchaser shall otherwise give its express prior written consent, until the earlier of the termination of this Agreement or each Sold Receivable has been paid in full, Seller shall comply with and perform in accordance with all covenants contained in this Article 6.
Seller’s Affirmative Covenants. Seller covenants that until all of the Obligations are paid and satisfied in full and the commitment of FGI hereunder has been terminated, that:
Seller’s Affirmative Covenants. Seller shall: (1) maintain Seller's existing insurance policies for the Properties continuously in force, (2) operate and manage the Properties in the same manner as it has heretofore done so,(3) perform, in all material respects, when due all of Seller's obligations under the Leases and any and all contracts and agreements affecting the Properties,(4) comply, in all material respects, with all applicable laws, ordinances, rules, regulations and requirements affecting the Properties,(5) pay all bills and invoices for labor, material and services of any kind contracted for by Seller or the Conveying Entities or their agents and relating to the Properties, and (6) as soon as Seller has knowledge thereof, promptly notify Buyer of any change in any condition with respect to the Properties or any event or circumstance which would render any representation, covenant or warranty of Seller under this Agreement untrue, misleading or incapable of being performed.
Seller’s Affirmative Covenants. 37 16.04. Seller’s Negative Covenants. 38 ARTICLE SEVENTEEN 39 LIMITATIONS 39 17.01. Limitation of Remedies, Liability and Damages. 39 17.02. No Representation by SCE. 40 ARTICLE EIGHTTEEN 40 RECORDS 40 18.01. Performance under this Agreement. 40 18.02. Other Regulatory and Governmental Requirements. 41 18.03. Audit Rights. 41 ARTICLE NINETEEN 41 DISPUTES 41 19.01. Dispute Resolution. 41 19.02. Mediation. 42 19.03. Arbitration. 42 19.04. Provisional Relief. 45
Seller’s Affirmative Covenants. Seller shall maintain and preserve its existence as a [_____] limited liability company formed under the laws of the State of [_____] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall, from time to time as requested by Buyer, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the rights, liens and priorities of Buyer with respect to its Priority Security Interest and the Subordinated Security Interest furnished pursuant to this Agreement. Seller covenants throughout the Delivery Period that Seller shall maintain ownership of a fee, easement, long-term leasehold interest, or other similar asset ownership interest in the Project. Seller’s Negative Covenants. Seller shall not create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for, contingently or otherwise, any Seller’s Debt, or issue any disqualified stock, in each case, other than Seller’s Debt incurred, issued, assumed or guaranteed, or disqualified stock issued, in connection with the financing or refinancing of the development, design, procurement, construction, commissioning, testing, owning, operating and maintaining of the Project. Except for Permitted Liens, Seller shall not create, incur, assume or suffer to be created by it or any subcontractor, employee, laborer, materialman, other supplier of goods or services or any other person any lien on Seller’s interest in the Site, the Project, or any part thereof or interest therein. Seller shall promptly pay or discharge, or shall cause its contractors to promptly pay and discharge, and discharge of record, any such lien for labor, materials, supplies or other obligations upon Seller’s interest in the Site, the Project, or any part thereof or interest therein, unless Seller is disputing any such lien in good faith and only for so long as it does not create an imminent risk of a sale or transfer of the Site, the Project or a material part thereof or interest therein. Seller shall promptly notify Buyer of any attachment or imposition of any lien against Seller’s interest in the Site, the Project, or any part thereof or interest therein Reserved. Seller shall not hold any material assets, become liable for any material obligations or engage in any material ...
