Special Representations. Any eligibility representations with respect to a Financing Fund set forth in Column H of Schedule XII.
Special Representations. Any eligibility representations with respect to a Financing Fund set forth in Column H of Schedule XII. SCHEDULE II THE COLLECTION ACCOUNT, THE SUPPLEMENTAL RESERVE ACCOUNT, THE LIQUIDITY RESERVE ACCOUNT, THE SAP LOCKBOX ACCOUNT, THE SAP REVENUE ACCOUNT, THE TAKEOUT TRANSACTION ACCOUNT AND THE BORROWER’S ACCOUNT Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Acct: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] Reference: [***] SCHEDULE IV SCHEDULED HEDGED SREC PAYMENTS SCHEDULE V SCHEDULED HOST CUSTOMER PAYMENTS SCHEDULE VI SCHEDULED PBI PAYMENTS SCHEDULE VII SCHEDULED MANAGING MEMBER DISTRIBUTIONS SCHEDULE VIII TAX EQUITY DEFINITIONS
1. Sunnova TEP V-A, LLC, a Delaware limited liability company (“TEP V-A”)
2. Sunnova TEP V-B, LLC, a Delaware limited liability company (“TEP V-B”)
3. Sunnova TEP V-C, LLC, a Delaware limited liability company (“TEP V-C”)
4. Sunnova TEP 6-A, LLC, a Delaware limited liability company (“TEP 6-A”)
5. Sunnova TEP 6-B, LLC, a Delaware limited liability company (“TEP 6-B”)
6. Sunnova TEP 6-D, LLC, a Delaware limited liability company (“TEP 6-D”)
7. Sunnova TEP 7-A, LLC, a Delaware limited liability company (“TEP 7-A”)
8. Sunnova TEP 7-D, LLC, a Delaware limited liability company (“TEP 7-D”)
9. Sunnova TEP 7-B, LLC, a Delaware limited liability company (“TEP 7-B”)
1. With respect to TEP V-A, the Amended and Restated Limited Liability Company Agreement, dated as of April 27, 2021, entered into between the applicable Managing Member and the applicable Tax Equity Investor (the “TEP V-A LLCA”)
2. With respect to TEP V-B, the Amended and Restated Limited Liability Company Agreement, dated as of May 6, 2021, entered into between the applicable Managing Member and the applicable Tax Equity Investor (the “TEP V-B LLCA”)
3. With respect to TEP V-C, the Amended and Restated Limited Liability Company Agreement, dated as of July 9, 2021, entered into between the applicable Managing Member and the applicable Tax Equity Investor (the “TEP V-C LLCA”)
4. With respect to TEP 6-A, the Amended and Restat...
Special Representations. (a) Each of NS and PRR hereby represents and warrants that (i) it has examined the Ruling Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of NS and its Subsidiaries and PRR its Subsidiaries, the NS business and the PRR business, and the NS affiliated group of corporations and the PRR Group) and (ii) to the extent descriptive of NS and PRR their respective subsidiaries, the NS business and the PRR business, and the PRR Group, the facts presented and the representations made therein are true and correct, except to the extent that any such facts or representations:
(i) are about the CSX and its Subsidiaries or the Green Consolidated Group, including NYC (except for facts about the PRR Business);
(ii) describe or characterize the purposes of CSX or Green management for the Distributions; or
(iii) set forth legal conclusions.
(b) Each of NS and PRR hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, that would (i) cause either of the Distributions not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Tax Sharing Agreement or in the Ruling Documents to be untrue in a manner that would have an adverse effect on the Tax-Free Status of either of the Distributions.
(c) Each of CSX and NYC hereby represents and warrants that (i) it has examined the Ruling Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of CSX and its Subsidiaries and NYC and its Subsidiaries, the CSX business and the NYC Business, and the CSX affiliated group of corporations and the NYC Group) and (ii) to the extent descriptive of CSX and NYC and their respective Subsidiaries, the CSX business and the NYC Business and the NYC Group, the facts presented and the representations made therein are true and correct, except to the extent that any such facts or representations:
(i) are about the NS and its Subsidiaries or the Green Consolidated Group, including PRR (except for facts about the NYC Business);
(ii) describe or characterize the purposes of NS or Green management for the Distributions; or
(iii) set forth legal conclusions.
Special Representations. Any eligibility representations with respect to a Financing Fund set forth in Column H of Schedule XII. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Bank Name: Xxxxx Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: Xxxxx Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: Xxxxx Fargo Bank, N.A. ABA No.: [***] Acct: [***] Account Name: [***] FFC: [***] Bank Name: Texas Capital Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: Xxxxx Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. FFC: [***] Bank Name: Xxxxx Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: JPMorgan Chase Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] Reference: [***] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.
1. Sunnova TEP IV-C, LLC, a Delaware limited liability company (“TEP IV-C”)
2. Sunnova TEP IV-D, LLC, a Delaware limited liability company (“TEP IV-D”)
3. Sunnova TEP IV-E, LLC, a Delaware limited liability company (“TEP IV-E”)
4. Sunnova TEP IV-F, LLC, a Delaware limited liability company (“TEP IV-F”)
5. ...
Special Representations. The Buyer shall have received from Seller, a special representation to the effect that:
(a) Seller is a corporation duly organized and existing in good standing under the laws of the State of Louisiana, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted.
(b) The Seller has full power and authority to convey, assign, transfer and deliver the shares of stock to be transferred hereunder.
(c) The Shares to be transferred hereunder are the sole and only validly issued and outstanding shares of capital stock of Benefit and represent One Hundred percent of interests of Seller to be conveyed pursuant to this Agreement.
(d) All corporate acts of Seller and other proceedings required to be taken by or on the part of Seller to authorize it to carry out this Agreement have been approved.
(e) The persons executing this Agreement on behalf of Seller have been duly authorized and have full power to execute this Agreement on behalf of Seller.
(f) The Officers and Directors of Seller as set forth in the Certificate of Incumbency (Exhibit "10") are the sole, only and duly elected officers and directors of Seller.
(g) To the best of Seller's knowledge, after due inquiry, the execution delivery and performance of this Agreement by Seller, will not violate any provisions of Seller's Articles of Incorporation or By-Laws.
(h) There are no lawsuits pending and to the knowledge of Seller, none threatened against Seller which would if successful, result in any claim or lien against the Shares.
(i) The Minute Book and related files containing the minutes of Benefit accurately and truly reflect the records and actions of Benefit.
Special Representations. The representations and warranties contained in each of Section 3.17 (Employee Matters) and Section 3.18 (Intellectual Property) (collectively, the “ATL Special Representations”) shall each survive the Closing until the expiration of the statute of limitations under applicable federal or state law for claims by third parties against the Indemnifying Party on each such matter (the “Special Survival Period(s)”). The parties acknowledge that the statute of limitations under applicable federal or state law on each matter may be different and therefore each matter relating to an ATL Special Representation may each have a separate and different Special Survival Period.
Special Representations. The representations and warranties contained in each of Section 3.17 (Employee Matters) and Section 3.18 (Intellectual Property) (collectively, the “SWS Special Representations”) shall each survive the Closing until the expiration of the statute of limitations under applicable federal or state law for claims by third parties against the Indemnifying Party on each such matter (the “Special Survival Period(s)”). The parties acknowledge that the statute of limitations under applicable federal or state law on each matter may be different and therefore each matter relating to an SWS Special Representation may each have a separate and different Special Survival Period.
Special Representations. Franchise Owner (and each owner of an Equity Interest in Franchise Owner if Franchise Owner is a legal entity) hereby represents as follows:
A. That it has conducted an independent investigation of the Franchisor's business and System and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent upon the ability of Franchise Owner as an independent business person. The Franchisor expressly disclaims the making of, and Franchise Owner acknowledges that it has not received any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business contemplated by this Agreement.
B. Franchise Owner acknowledges having received, read, and understood this Agreement, including all Attachments hereto; and Franchise Owner further acknowledges that the Franchisor has accorded Franchise Owner ample time and opportunity to consult with advisors of his/her own choosing about the potential benefits and risks of entering into thisAgreement.
C. Franchise Owner acknowledges that it has received a complete copy of this Agreement, with all attachments referred to herein, and agreements relating hereto, if any, at least fourteen (14) calendar days prior to the date on which this Agreement was executed. Franchise Owner further acknowledges that it has received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission, entitled "Information for Prospective Franchise Owners Required by the Federal Trade Commission," at least fourteen (14) calendar days prior to the date on which this Agreement was executed; and
D. Franchise Owner also acknowledges that prior to the date of this Agreement, no other Agreement was entered, no promises were made by the Franchisor, and no funds were offered to or accepted bythe Franchisor.
Special Representations. Each Loan Party hereby represents and warrants that: (i) there is no pending or threatened action which may materially adversely affect its financial condition or business or which purports to affect the validity or enforceability of any Letter of Credit or any transaction related to any Letter of Credit; and (ii) neither the granting of any collateral security for the Obligations, nor the issuance of any Letter of Credit, nor the making of any payment thereunder or the use of any proceeds thereof, constitutes or will constitute, or be part of, a preferential or fraudulent transfer or conveyance to any one (including the Bank and the beneficiary of any Letter of Credit) under any applicable law, including Section 544, 547, 548 or 550 of the United States Bankruptcy Code. Each request by Borrower for a Letter of Credit shall constitute the representation and warranty of the Loan Parties that the foregoing statements are true and correct as if made on the date of such request.
Special Representations. In addition, each of the Parent and the Borrowers hereby represents and warrants to Administrative Agent and Noteholders as of the date of this Amendment as follows: (A) the Borrowers have submitted one or more grant proposals to the California Energy Commission pursuant to which the Borrowers expect to receive grants of at least $3,000,000 in the third Fiscal Quarter of the current Fiscal Year and at least $3,000,000 in the fourth Fiscal Quarter of the next Fiscal Year; and (B) with respect to the Program, the Borrowers have received five confirmed investors who have made deposits, seven investors who have submitted applications and at least 22 one-on-one investor meetings planned for August 2013 for aggregate gross proceeds to the Borrowers of $17,000,000.