Common use of Seller’s Representations, Warranties and Covenants Clause in Contracts

Seller’s Representations, Warranties and Covenants. Seller’s representations, warranties and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained to Buyer that, throughout the Delivery Period: Seller owns or has the exclusive right to the Product to be sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; No portion of the Contract Quantity has been committed by Seller to any third party in this Agreement order to satisfy Compliance Obligations or analogous obligations in any certificate CAISO or document delivered in connection with this Agreement non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and either Seller or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except a Unit’s owner or operator; Each Unit is connected to the extent that Buyer has discoveredCAISO Controlled Grid, or is within the CAISO Control Area, and is under the control of CAISO; Seller has provided Buyer shall, and each Unit’s SC, owner and operator is obligated to, comply with written notice (Applicable Laws, including the “Supplemental Notice”) prior Tariff, relating to Closing the Product; If Seller is the owner of any Unit, the aggregation of all amounts of Capacity Attributes that Seller has just become awaresold, assigned or transferred for any Unit does not exceed the Unit NQC for that a representation is untrue or inaccurateUnit; Seller has notified the SC of each Unit that Seller has transferred the Unit Contract Quantity to Buyer, and Buyer nevertheless elects not that the SC is obligated to terminate this Agreement deliver the Supply Plans in accordance with the Tariff fully reflecting such transfer; Seller has notified the SC of each Unit that Seller is obligated to cause each Unit’s SC to provide to Buyer, at least fifteen (15) Business Days before the expiration relevant deadline for each Compliance Showing, the Unit Contract Quantity of the Due Diligence Period, or, if the Supplemental Notice each Unit that is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed submitted in the Supplemental Notice. Upon receipt of a Supplemental Notice from Supply Plan associated with this Confirmation for the applicable period; Seller after has notified each Unit’s SC that Buyer is entitled to the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as revenues set forth in this Agreement. If Section 4.3, and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues; In the event Seller provides Buyer with has rights to the energy output of any Unit, and Seller or the Unit’s SC schedules energy from the Unit for export from the CAISO Control Area, or commits energy to another entity in a Supplemental Notice within ten (10) business days manner that could result in scheduling energy from the Unit for export from the CAISO Control Area, it shall do so only as allowed by, and in accordance with, Applicable Laws and such exports may, if allowed by the Tariff, be curtailed by the CAISO, and; The owner or operator of Closingeach Unit is obligated to maintain and operate each Unit using Good Utility Practice and, then Buyer shall have if applicable, General Order 167 as outlined by the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed CPUC in the Supplemental NoticeEnforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Unit; provided, that the owner or operator of any Unit is not required to undertake capital improvements, facility enhancements, or the construction of new facilities.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained to Buyer that, throughout the Delivery Period: Seller owns or has the exclusive right to the Product to be sold under this Confirmation from each Import Resource, and shall furnish Buyer, CAISO, CPUC or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; No portion of the Contract Quantity has been committed by Seller to any third party in this Agreement order to satisfy Compliance Obligations or analogous obligations in any certificate CAISO or document delivered in connection with this Agreement non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and either Seller or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except an Import Resource’s owner or operator; Each Import Resource is able to deliver Product to a valid Scheduling Point connected to the extent that Buyer has discoveredCAISO Controlled Grid; Seller shall, or and each Import Resource’s SC, owner and operator is obligated to, comply with Applicable Laws, including the Tariff, relating to the Product; If Seller has provided Buyer with written notice (is the “Supplemental Notice”) prior to Closing owner of any Import Resource, the aggregation of all amounts of Capacity Attributes that Seller has just become awaresold, assigned or transferred for any Import Resource does not exceed the Import Resource’s corresponding Branch Group’s Maximum Import Capability; Seller has notified the SC of each Import Resource that a representation is untrue or inaccurateSeller has transferred the Import Contract Quantity to Buyer, and Buyer nevertheless elects not that the SC is obligated to terminate this Agreement deliver the Supply Plans in accordance with the Tariff fully reflecting such transfer; Seller has notified the SC of each Import Resource that Seller is obligated to cause each Import Resource’s SC to provide to Buyer, at least fifteen (15) Business Days before the expiration relevant deadline for each Compliance Showing, the Import Contract Quantity of the Due Diligence Period, or, if the Supplemental Notice each Import Resource that is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed submitted in the Supplemental Notice. Upon receipt of a Supplemental Notice from Supply Plan associated with this Confirmation for the applicable period; Seller after has notified each Import Resource’s SC that Buyer is entitled to the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as revenues set forth in this Agreement. If Seller provides Buyer Section 4.2, and such SC is obligated to promptly deliver those revenues to Buyer, along with a Supplemental Notice within ten (10) business days appropriate documentation supporting the amount of Closingthose revenues; The owner or operator of each Import Resource is obligated to maintain and operate each Import Resource using Good Utility Practice and, then Buyer shall have if applicable, General Order 167 as outlined by the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed CPUC in the Supplemental NoticeEnforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Import Resource; provided, that the owner or operator of any Import Resource is not required to undertake capital improvements, facility enhancements, or the construction of new facilities.

Seller’s Representations, Warranties and Covenants. Seller’s To induce Purchaser to enter into this Agreement and to purchase the Properties, subject to the matters disclosed in Schedule 4.1 through Schedule 4.27 (collectively, the “Sellers’ Disclosure Schedules”), each Seller hereby makes the representations, warranties and covenants set forth in this Appendix 4, solely with respect to the Assets owned by it, each of which are true and complete, and will be true and complete as of the Inspection Period End Date and each Closing, and upon each of which the Sellers acknowledge and agree that Purchaser is entitled to rely and has relied upon. The Sellers’ Disclosure Schedules set forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Sellers’ Disclosure Schedules relates; provided, however, that any information set forth in one section of the Sellers’ Disclosure Schedules will be deemed to apply to each other Section or subsection of this Agreement to which its relevance is reasonably apparent on the face of such disclosure; provided, further, that, notwithstanding anything in this Agreement to the contrary, (a) reference to any dollar amounts in any representation or warranty will not be deemed to indicate that such amount is material with respect to or otherwise under any provision under this Agreement, and (b) the inclusion of an item in the Sellers’ Disclosure Schedules as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance. Prior to the Inspection Period End Date, upon notice to Purchaser, the Sellers may update the Sellers’ Disclosure Schedules at any time subject to the provisions of Section 2.1(d). After the Inspection Period End Date, upon notice to Purchaser, Sellers’ may update the Sellers’ Disclosure Schedules but only so long as the item disclosed was first discovered after the Inspection Period End Date. To the extent that prior to Closing Purchaser has Knowledge that any of the representations or warranties contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof Appendix 4 have been breached and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer Purchaser elects to proceed with closing the transaction despite such inaccuracyClosing, whereupon Buyer Purchaser will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticebreach.

Seller’s Representations, Warranties and Covenants. Seller’s Notwithstanding anything to the contrary herein, prior to the Closing, Buyer will not have any recourse to Seller in the event any of the representations and warranties made herein or deemed made are untrue as at any time of expression thereof, except in the case of fraud and except that Buyer may terminate this Agreement in accordance with Section 16 hereof and, if applicable, shall have the right to receive payment of the Break-Up Fee, the Deposit and/or Expense Reimbursement as provided in, and subject to the terms and conditions set forth in, this Agreement; provided, however, that Buyer's obligation to purchase the Closing Shares at Closing is expressly conditioned (unless waived by Buyer in writing) upon satisfaction of each of the conditions set forth in Sections 4. The only remedy for a breach of such representations and warranties shall be Buyer's option not to close and Buyer's right to terminate this Agreement in accordance with and subject to the limitations set forth in Sections 4 and 16. Without limiting the foregoing, following the Closing, Buyer shall have no remedy whatsoever for any breach of any representation or warranty made by Seller herein, except in the case of fraud. All representations, warranties and (except as set forth in the following sentence) covenants contained set forth in this Agreement or in any certificate certificate, document or document other instrument delivered in connection with herewith shall terminate at the earlier of (i) the Closing and (ii) termination of this Agreement in accordance with Section 16, provided, however, that those covenants that contemplate actions to be taken or restrict actions from being taken after the transactions contemplated hereinClosing or termination of this Agreement, as the case may be, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer survive in accordance with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticetheir terms.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained to Buyer that, throughout the Delivery Period: Seller owns or has the exclusive right to the Product sold under this Confirmation from each Import Resource, and shall furnish Buyer, CAISO, CPUC or other Governmental Authority with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; No portion of the Aggregate Contract Quantity has been committed by Seller to any third party in this Agreement order to satisfy Compliance Obligations or analogous obligations in any certificate CAISO or document delivered non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and either Seller or an Import Resource’s owner or operator; Each Import Resource is capable of delivering Product to the Delivery Point. Seller and the Import Resource’s SC, owner and operator shall each obligated to, comply with Applicable Laws, including the CAISO Tariff, relating to the Product; Buyer shall have no liability for the failure of Seller or the failure of an Import Resource’s SC, owner, or operator to comply with such CAISO Tariff provisions, including any penalties, charges or fines imposed on Seller or the Import Resource’s SC, owner, or operator for such noncompliance; If Seller is the owner of the Import Resource(s), the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned or transferred for each such Import Resource does not exceed the Delivery Point’s corresponding Branch Group’s Maximum Import Capability; Seller has notified the SC of each Import Resource that Seller has transferred the Contract Quantity, with respect to each day of each Showing Month, to Buyer, and the SC is obligated to deliver the Supply Plans in connection accordance with the CAISO Tariff and this Confirmation; Seller has notified the SC of each Import Resource that Seller is obligated to cause the Import Resource’s SC to provide to the Buyer, at least fifteen (15) Business Days before the initial deadline for each Compliance Showing, the applicable Contract Quantity of the Import Resource for each day of such Showing Month, that is to be submitted in the Supply Plan associated with this Agreement or for the transactions contemplated hereinapplicable period; and Seller has notified each Import Resource’s SC that Buyer is entitled to the revenues set forth in Section 3.02, shall be true at and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the date hereof amount of those revenues. Seller represents, warrants and covenants to Buyer that, as of the Closing Date as though such representationsConfirmation Effective Date, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration all of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as information set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closingon Appendix B is true, then Buyer shall have the right, at its option correct and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Noticecomplete.

Seller’s Representations, Warranties and Covenants. Seller’s representationsSeller represents, warranties warrants and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to Purchaser that: (a) terminate this Other than Seller as tenant under the Lease, the term of which shall commence at Closing, any rights of the SFWMD under the ESC, the Property Management Agreement upon with Indeeeco, Inc., dated April 10, 2017, the Pasture Lease with CT Cattle dated November 14, 2018, and the Bee Hive Location Land Lease Agreement with Xxxx XxXxx dated January 1, 2019, Seller warrants that there are and there will be no parties in possession of any portion of the Property as lessees, and no other party has been granted an oral or written notice license, lease, option, purchase agreement or other right pertaining to Seller the use, purchase or possession of any portion of the Property. A true, complete and correct copy of any Contracts affecting the Property and any amendments thereto have been or will be furnished to Purchaser within five (5) days after receipt the Effective Date as part of the Supplemental NoticeDue Diligence Materials. There are no leasing brokerage agreements, leasing commission agreements or other agreements providing for the payment of any amounts, and no commissions due, for leasing activities with respect to the Property. (b) elect to proceed with closing the transaction Except as set forth in subsection (a) of this Agreement. If Section 11, Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closingis party to no Contracts, then Buyer shall have and there are no Contracts otherwise arising by, through or under Seller, which encumber or bind the rightProperty or Seller and which will be binding on Purchaser, or which Purchaser will be required to assume, at its option and upon written notice to Seller, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.Closing. 8

Seller’s Representations, Warranties and Covenants. Seller’s representations, warranties and covenants contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business days of Closing, then Buyer shall have the right, at its option and option, upon written notice to SellerSeller and at no cost to Buyer, to extend the Closing Date for up to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.