Common use of Seller’s Warranties and Guarantees Clause in Contracts

Seller’s Warranties and Guarantees. Section 9.01. As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following warranties and guarantees, all of which shall survive the execution and delivery of this Agreement: (1) that Seller is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) has or will have all requisite corporate power, and has or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to construct, finance, own, maintain and operate the Bid Facility, to execute and deliver this Agreement, and to consummate the transactions contemplated herein; and (3) is qualified to do business and is in good standing in all jurisdictions necessary for Seller to perform its obligations under this Agreement. (b) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement: (1) have been duly authorized by all requisite corporate action (including any required action of its members); and (2) will not (i) violate any applicable provision of law, statute, rule, regulation or order of any governmental agency of which Seller has Knowledge, or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default or event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller. (c) that the Bid Facility is or will be eligible under the Order and that it will remain so throughout the Contract Delivery Term. (d) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are eligible and compliant with the Renewable Portfolio Standard; (e) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are free and clear of any liens, encumbrances and/or defects of title; (f) that the RPS Attributes, as to which right and title is to be Transferred to NYSERDA under this Agreement shall not have otherwise been, nor will be sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any other jurisdiction; (g) that Seller will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way affect the performance of this Agreement; (h) that this Agreement and each Certification and Assignment of Rights Form will be duly executed and delivered by Seller and will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; (i) that the Seller has no Knowledge of any patent issued under the laws of the United States or any other matter which could constitute a basis for any claim that Seller’s performance under this Agreement will infringe any patent or otherwise interfere with any other right of any Person; (j) that there are no existing undisclosed or threatened legal actions, claims, or encumbrances, or liabilities that may adversely affect Seller’s performance of this Agreement or NYSERDA’s rights hereunder; (k) that Seller has no Knowledge that any information or document or statement furnished by the Seller in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading under the circumstances in which they were made; (l) that Seller shall not, and shall not cause or permit any voluntarily abandonment of the development, construction or operation of the Facility; (m) Seller certifies that all information provided to NYSERDA with respect to State Finance Law Sections 139-j and 139-k is complete, true and accurate as of the date delivered.

Seller’s Warranties and Guarantees. Section 9.01. As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following warranties and guarantees, as of the Effective Date, all of which shall survive the execution and delivery of this Agreement: (a) (1) that Seller is a Delaware [corporation/limited liability company company/partnership] duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) has or will have all requisite corporate power, and has or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to construct, finance, own, maintain and operate the Bid Facility, to execute and deliver this Agreement, and to consummate the transactions contemplated herein; and (3) is qualified to do business and is in good standing in all jurisdictions necessary for Seller to perform its obligations under this Agreement.in which the nature of the business conducted by it makes such qualification necessary; (b) that the execution, delivery and performance by SellerXxxxxx, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement: (1) have been duly authorized by all requisite corporate action (including any required action of its members); and (2) will not (i) violate any applicable provision of law, statute, rule, regulation or order of any governmental agency of which Seller has Knowledge, or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default or an event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller.; (c) that the Bid Facility is or will be eligible under the August Order and that it will remain so throughout the Contract Delivery Term. (d) that the RPS Attributes, as to which right and title is to be transferred Tier-1 Renewable Energy Certificates Transferred to NYSERDA under this Agreement, are eligible and compliant with the Renewable Portfolio Standard; (e) that the RPS Attributes, as to which right and title is to will be transferred to NYSERDA under this Agreement, are free and clear of any liens, encumbrances and/or defects of titletitle as of the date of Transfer; (fe) that the RPS Attributes, as to which right and title is to be attributes included in the Tier-1 Renewable Energy Certificates Transferred to NYSERDA under this Agreement shall not have otherwise been, nor will be sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any other jurisdiction; (gf) that Seller will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way affect the performance of this Agreement; (hg) that this Agreement and each Certification and Assignment of Rights Form will be duly executed and delivered by Seller and will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; (ih) that the Seller has no Knowledge knowledge of any patent issued under the laws of the United States or any other matter which could constitute a basis for any claim that Seller’s performance under this Agreement will infringe any patent or otherwise interfere with any other right of any Personperson; (ji) as of the Effective Date, that there are no existing undisclosed or threatened material legal actions, claims, or encumbrances, or liabilities that may adversely affect Seller’s performance of this Agreement or NYSERDA’s 's rights hereunder; (kj) that Seller has no Knowledge knowledge that any information or document or statement furnished by the Seller in connection with this Agreement contains or the documents submitted to NYSERDA under RESRFP18-1 contain any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading under the circumstances in which they were mademisleading; (lk) that Seller shall not, and shall not cause or permit any voluntarily abandonment of the development, construction or operation of the Facility;; and (ml) Seller certifies that all information provided to NYSERDA with respect to State Finance Law Sections 139-j and 139-k is complete, true and accurate as of the date deliveredaccurate.

Seller’s Warranties and Guarantees. Section 9.01. As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following warranties and guarantees, all of which shall survive the execution and delivery of this Agreement: (1) that Seller is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) has or will have all requisite corporate power, and has or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to construct, finance, own, maintain and operate the Bid Facility, to execute and deliver this Agreement, and to consummate the transactions contemplated herein; and (3) is qualified to do business and is in good standing in all jurisdictions necessary for Seller to perform its obligations under this Agreement. (b) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement: (1) have been duly authorized by all requisite corporate action (including any required action of its members); and (2) will not (i) violate any any-applicable provision of law, statute, rule, regulation or order of any governmental agency of which Seller has Knowledge, or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default or event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller. (c) that the Bid Facility is or will be eligible under the Order and that it will remain so throughout the Contract Delivery Term. (d) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are eligible and compliant with the Renewable Portfolio Standard; (e) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are free and clear of any liens, encumbrances and/or defects of title; (f) that the RPS Attributes, as to which right and title is to be Transferred to NYSERDA under this Agreement shall not have otherwise been, nor will be sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any other jurisdiction; (g) that Seller will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way affect the performance of this Agreement; (h) that this Agreement and each Certification and Assignment of Rights Form will be duly executed and delivered by Seller and will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; (i) that the Seller has no Knowledge of any patent issued under the laws of the United States or any other matter which could constitute a basis for any claim that Seller’s performance under this Agreement will infringe any patent or otherwise interfere with any other right of any Person; (j) that there are no existing undisclosed or threatened legal actions, claims, or encumbrances, or liabilities that may adversely affect Seller’s performance of this Agreement or NYSERDA’s rights hereunder; (k) that Seller has no Knowledge that any information or document or statement furnished by the Seller in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading under the circumstances in which they were made; (l) that Seller shall not, and shall not cause or permit any voluntarily abandonment of the development, construction or operation of the Facility; (m) Seller certifies that all information provided to NYSERDA with respect to State Finance Law Sections 139-j and 139-k is complete, true and accurate as of the date delivered.

Seller’s Warranties and Guarantees. Section 9.01. As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following warranties and guarantees, all of which shall survive the execution and delivery of this Agreement: (1) that Seller is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) has or will have all requisite corporate power, and has or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to construct, finance, own, maintain and operate the Bid Facility, to execute and deliver this Agreement, and to consummate the transactions contemplated herein; and (3) is qualified to do business and is in good standing in all jurisdictions necessary for Seller to perform its obligations under this Agreementhereunder. (b) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement: (1) have been duly authorized by all requisite corporate action (including any required action of its members); and (2) will not (i) violate any applicable provision of law, statute, rule, regulation or order of any governmental agency of which Seller has Knowledge, or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default or event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller. (c) that the Bid Facility is or will be eligible under the Order and that it will remain so throughout the Contract Delivery Term. (d) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are eligible and compliant with the Renewable Portfolio Standard; (e) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are free and clear of any liens, encumbrances and/or defects of title; (f) that the RPS Attributes, as to which right and title is to be Transferred to NYSERDA under this Agreement shall not have otherwise been, nor will be sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any other jurisdiction; (g) that Seller will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way affect the performance of this Agreement; (h) that this Agreement and each Certification and Assignment of Rights Form will be duly executed and delivered by Seller and will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; (i) that the Seller has no Knowledge of any patent issued under the laws of the United States or any other matter which could constitute a basis for any claim that Seller’s performance under this Agreement will infringe any patent or otherwise interfere with any other right of any Person; (j) that there are no existing undisclosed or threatened legal actions, claims, or encumbrances, or liabilities that may adversely affect Seller’s performance of this Agreement or NYSERDA’s rights hereunder; (k) that Seller has no Knowledge that any information or document or statement furnished by the Seller in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading under the circumstances in which they were mademisleading; (l) that Seller shall not, and shall not cause or permit any voluntarily abandonment of the development, construction or operation of the Facility; (m) Seller certifies that all information provided to NYSERDA with respect to State Finance Law Sections 139-j and 139-k is complete, true and accurate as of the date deliveredaccurate.

Seller’s Warranties and Guarantees. Section 9.01. As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following warranties and guarantees, as of the Effective Date, all of which shall survive the execution and delivery of this Agreement: (a) (1) that Seller is a Delaware [corporation/limited liability company company/partnership] duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) has or will have all requisite corporate power, and has or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to construct, finance, own, maintain and operate the Bid Facility, to execute and deliver this Agreement, and to consummate the transactions contemplated herein; and (3) is qualified to do business and is in good standing in all jurisdictions necessary for Seller to perform its obligations under this Agreement.in which the nature of the business conducted by it makes such qualification necessary; (b) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement: (1) have been duly authorized by all requisite corporate action (including any required action of its members); and (2) will not (i) violate any applicable provision of law, statute, rule, regulation or order of any governmental agency of which Seller has Knowledge, or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default or an event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller.; (c) that the Bid Facility is or will be eligible under the August Order and that it will remain so throughout the Contract Delivery Term. (d) that the RPS Attributes, as to which right and title is to be transferred Tier-1 Renewable Energy Certificates Transferred to NYSERDA under this Agreement, are eligible and compliant with the Renewable Portfolio Standard; (e) that the RPS Attributes, as to which right and title is to will be transferred to NYSERDA under this Agreement, are free and clear of any liens, encumbrances and/or defects of titletitle as of the date of Transfer; (fe) that the RPS Attributes, as to which right and title is to be attributes included in the Tier-1 Renewable Energy Certificates Transferred to NYSERDA under this Agreement shall not have otherwise been, nor will be sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any other jurisdiction; (gf) that Seller will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way affect the performance of this Agreement; (hg) that this Agreement and each Certification and Assignment of Rights Form will be duly executed and delivered by Seller and will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; (ih) that the Seller has no Knowledge knowledge of any patent issued under the laws of the United States or any other matter which could constitute a basis for any claim that Seller’s performance under this Agreement will infringe any patent or otherwise interfere with any other right of any Personperson; (ji) as of the Effective Date, that there are no existing undisclosed or threatened material legal actions, claims, or encumbrances, or liabilities that may adversely affect Seller’s performance of this Agreement or NYSERDA’s 's rights hereunder; (kj) that Seller has no Knowledge knowledge that any information or document or statement furnished by the Seller in connection with this Agreement contains or the documents submitted to NYSERDA under RESRFP19-1 contain any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading under the circumstances in which they were mademisleading; (lk) that Seller shall not, and shall not cause or permit any voluntarily abandonment of the development, construction or operation of the Bid Facility;; and (ml) Seller certifies that all information provided to NYSERDA with respect to State Finance Law Sections 139-j and 139-k is complete, true and accurate as accurate; and (m) that Seller is familiar with and will comply with NYSERDA’s Code of Conduct for Contractors, Consultants, and Vendors with respect to the date deliveredperformance of this Agreement (xxxx://xxx.xxxxxxx.xx.xxx/-/media/Files/About/Board-Governance/NYSERDA-Code- of-Conduct-Contractors.pdf).

Seller’s Warranties and Guarantees. Section 9.01. As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following warranties and guarantees, all of which shall survive the execution and delivery of this Agreement: (1) that Seller is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) has or will have all requisite corporate power, and has or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to construct, finance, own, maintain and operate the Bid Facility, to execute and deliver this Agreement, and to consummate the transactions contemplated herein; and (3) is qualified to do business and is in good standing in all jurisdictions necessary for Seller to perform its obligations under this Agreement. (b) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement: (1) have been duly authorized by all requisite corporate action (including any required action of its members); and (2) will not (i) violate any applicable provision of law, statute, rule, regulation or order of any governmental agency of which Seller has Knowledge, or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default or event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller. (c) that the Bid Facility is or will be eligible under the Order and that it will remain so throughout the Contract Delivery Term., (d) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are eligible and compliant with the Renewable Portfolio Standard; (e) that the RPS Attributes, as to which right and title is to be transferred to NYSERDA under this Agreement, are free and clear of any liens, encumbrances and/or defects of title; (f) that the RPS Attributes, as to which right and title is to be Transferred to NYSERDA under this Agreement shall not have otherwise been, nor will be sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any other jurisdiction; (g) that Seller will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way affect the performance of this Agreement; (h) that this Agreement and each Certification and Assignment of Rights Form will be duly executed and delivered by Seller and will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; (i) that the Seller has no Knowledge of any patent issued under the laws of the United States or any other matter which could constitute a basis for any claim that Seller’s performance under this Agreement will infringe any patent or otherwise interfere with any other right of any Person; (j) that there are no existing undisclosed or threatened legal actions, claims, or encumbrances, or liabilities that may adversely affect Seller’s performance of this Agreement or NYSERDA’s rights hereunder; (k) that Seller has no Knowledge that any information or document or statement furnished by the Seller in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading under the circumstances in which they were made; (l1) that Seller shall not, and shall not cause or permit any voluntarily abandonment of the development, construction or operation of the Facility; (m) Seller certifies that all information provided to NYSERDA with respect to State Finance Law Sections 139-j and 139-k is complete, true and accurate as of the date delivered.

Seller’s Warranties and Guarantees. Section 9.01. As a material inducement to NYSERDA to enter into this Agreement, Seller makes the following warranties and guarantees, as of the Effective Date, all of which shall survive the execution and delivery of this Agreement: (a) (1) that Seller is a Delaware [corporation/limited liability company company/partnership] duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (2) has or will have all requisite corporate power, and has or will have all material governmental permits necessary to own its assets or lease and operate its properties and carry on its business as now being or as proposed to be conducted, to construct, finance, own, maintain and operate the Bid Facility, to execute and deliver this Agreement, and to consummate the transactions contemplated herein; and (3) is qualified to do business and is in good standing in all jurisdictions necessary for Seller to perform its obligations under this Agreement.in which the nature of the business conducted by it makes such qualification necessary; (b) that the execution, delivery and performance by Seller, the entry into this Agreement by Seller, and the consummation of the transactions contemplated by this Agreement: (1) have been duly authorized by all requisite corporate action (including any required action of its members); and (2) will not (i) violate any applicable provision of law, statute, rule, regulation or order of any governmental agency of which Seller has Knowledge, or any provision of the limited liability company agreement or other governing documents of Seller; (ii) violate, conflict with, result in a material breach of or constitute (alone or with notice or lapse of time or both) a material default or an event of default under any indenture, agreement (including the respective limited liability company agreements of Seller), mortgage, deed of trust, note, lease, contract or other instrument to which Seller is a party or by which it or any of its property is bound; or (iii) result in the creation or imposition of any lien upon any property or assets of the Seller.; (c) that the Bid Facility is or will be eligible under the August Order and that it will remain so throughout the Contract Delivery Term. (d) that the RPS Attributes, as to which right and title is to be transferred Tier-1 Renewable Energy Certificates Transferred to NYSERDA under this Agreement, are eligible and compliant with the Renewable Portfolio Standard; (e) that the RPS Attributes, as to which right and title is to will be transferred to NYSERDA under this Agreement, are free and clear of any liens, encumbrances and/or defects of titletitle as of the date of Transfer; (fe) that the RPS Attributes, as to which right and title is to be attributes included in the Tier-1 Renewable Energy Certificates Transferred to NYSERDA under this Agreement shall not have otherwise been, nor will be sold, retired, claimed or represented as part of electricity output or sales, or used to satisfy obligations in any other jurisdiction; (gf) that Seller will comply with all general and special Federal, State, municipal and local laws, ordinances and regulations, if any, that may in any way affect the performance of this Agreement; (hg) that this Agreement and each Certification and Assignment of Rights Form will be duly executed and delivered by Seller and will constitute the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof; (ih) that the Seller has no Knowledge knowledge of any patent issued under the laws of the United States or any other matter which could constitute a basis for any claim that Seller’s performance under this Agreement will infringe any patent or otherwise interfere with any other right of any Personperson; (ji) as of the Effective Date, that there are no existing undisclosed or threatened material legal actions, claims, or encumbrances, or liabilities that may adversely affect Seller’s performance of this Agreement or NYSERDA’s 's rights hereunder; (kj) that Seller has no Knowledge knowledge that any information or document or statement furnished by the Seller in connection with this Agreement contains or the documents submitted to NYSERDA under RESRFP18-1 contain any untrue statement of a material fact or omits to state a material fact necessary to make the statement not misleading under the circumstances in which they were mademisleading; (lk) that Seller shall not, and shall not cause or permit any voluntarily abandonment of the development, construction or operation of the Facility;; and (ml) Seller certifies that all information provided to NYSERDA with respect to State Finance Law Sections 139-j and 139-k is complete, true and accurate as of the date deliveredaccurate.