Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer as follows:
Seller’s Representations, Warranties and Covenants. Seller hereby represents and warrants as follows:
(a) Seller is a [non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Delaware]. Seller is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement.
(b) The execution, delivery, and performance of its obligations under this agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not:
(i) require any consent or approval by any governing body or shareholders of Seller, other than that which has been obtained and is in full force and effect;
(ii) violate any Applicable Law, or violate any provision in any corporate documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this agreement;
(iii) result in a breach or constitute a default under Seller’s corporate charter or bylaws, or under any agreement relating to the management or affairs of Seller, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement; or
(iv) result in, or require the creation or imposition of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this agreement.
(c) This agreement is a valid and binding obligation of Seller.
(d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller.
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. The Seller hereby represents, warrants and covenants to SongVest that as of the date hereof:
Seller’s Representations, Warranties and Covenants a. Any reference herein to Seller's knowledge, representation, warranty or notice of any matter or thing, shall only mean such knowledge or notice that has actually been received by Phillip Schechter or Michael Becxxx (xxx xxxxx xxnagex xx xxx Xxxxxrty), and any representation or warranty of the Seller is based upon those matters of which Phillip Schechter or Michael Becxxx xxx xxxxxx xxowlexxx. Xxx xxxxledge or notice given, had or received by any of Seller's agents, servants or employees shall not be imputed to Seller or the individual partners or the general partner of Seller.
b. Subject to the limitations set forth in subparagraph a above, Seller hereby makes the following representations, warranties and covenants, all of which are made to the best of Seller's knowledge, which shall survive the Closing and delivery of the Deed for a period of one hundred eighty (180) days:
i. The present use and occupancy of the Property conform with applicable building and zoning laws and Seller has received no written notice that any such laws, rules or regulations are being violated.
ii. The rent roll attached hereto as Exhibit N which will be updated as of the Closing Date is true and accurate.
iii. Seller has no knowledge of any pending or threatened litigation, claim, cause of action or administrative proceeding concerning the Property.
iv. Seller has the power and authority to execute and deliver this Agreement, the Deed and the other conveyance documents; the persons executing the documents are duly authorized to do so, without further consent of any other party and upon their execution, the documents shall be binding upon Seller;
v. The management, operation, leasing and maintenance of the Property, as presently conducted by the Seller, shall continue until the Closing Date.
vi. Seller has not received written notice from any governmental authorities that the Property contains Hazardous Materials or Hazardous Substances or that the Property violates any Environmental Laws.
vii. Seller has no knowledge of the existence of Hazardous Materials or Hazardous Substances on the Property.
viii. Except as otherwise set forth on the list of Service Contracts attached hereto as Exhibit O, all of the Service Contracts are terminable on thirty days' prior notice without premium or penalty.
ix. Seller has made available or will make available to the Purchaser, at Purchaser's request, during the Approval Period, the books and records concerning the Property which books and r...
Seller’s Representations, Warranties and Covenants. To induce the Purchaser to enter into this Agreement and to purchase the Property, and to pay the Purchase Price therefor, the Seller hereby makes the following representations, warranties and covenants with respect to the Property, upon each of which the Seller acknowledges and agrees that the Purchaser is entitled to rely and has relied:
Seller’s Representations, Warranties and Covenants. 1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.
2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition. Such securities have been registered for resale pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), by an effective Registration Statement on Form S-3 filed by the Issuer (the “Resale Shelf Registration Statement”).
3. Seller agrees to complete, execute and deliver to Cantor a Seller’s representation letter dated as of the date hereof substantially in the form acceptable to Cantor prior to or upon the commencement of sales of Stock pursuant to this Sales Plan.
4. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller.
5. Seller agrees that, until this Sales Plan has been terminated, it shall, upon written request from Cantor delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are either: (a) eligible to be made pursuant to the Resale Shelf Registration Statement; or (b) in compliance with Rule 144 or Rule 145.
6. Seller agrees that Seller shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Cantor or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect.
(a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller.
(b) Seller agrees that Seller shall, in connection with the performance of this Sales Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
8. Seller shall maintain in Seller’s account at Cantor, or timely ca...
Seller’s Representations, Warranties and Covenants. In addition to the representations, warranties and covenants specified in Sections 4.1 and 4.2, Seller makes the following additional representations, warranties and covenants to Buyer, as of the Execution Date:
4.3.1. Seller has not participated in the Self-Generation Incentive Program (as defined in CPUC Decision 01-03-073) and/or other similar California ratepayer subsidized program relating to energy production (other than grants from the Electric Program Investment Charge) or rebated capacity costs with respect to the Facility and Seller does not maintain a Program Participation Request for the Project in the Renewable Market Adjusting Tariff program (as established by CPUC Decision 13-05-034).;
4.3.2. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law; [Standard term and condition that “may not be modified” pursuant to prior Commission decisions, including Decision 00-00-000, Decision 00-00-000 and Decision 00-00-000, as modified by Decision 00-00-000]
4.3.3. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 00-00-000, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law; [Standard term and condition that “may not be modified” pursuant to prior Commission decisions,...
Seller’s Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of Seller contained in other sections of this Agreement, Seller hereby represents, warrants and covenants to Buyer that the statements below in this Section 6.1 are each true and correct as of the Closing Date provided however, if to Seller’s actual knowledge any such statement becomes untrue prior to Closing, Seller will notify Buyer in writing and Buyer will have three (3) business days thereafter to determine if Buyer wishes to proceed with Closing. If Buyer determines it does not wish to proceed, then the terms of Section 6.2 will apply.
Seller’s Representations, Warranties and Covenants. Seller hereby represents, warrants and covenants to Buyer that:
(a) Seller is a corporation duly organized, validly existing and in good standing under the laws of California and has all requisite corporate power and authority to enter into and perform this Agreement and the transactions contemplated hereby.
(b) All requisite corporate action has been authorized for the execution and delivery to Buyer of this Agreement and the agreements contemplated hereunder and for the performance of Seller's obligations hereunder. This Agreement is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
(c) There are no actions, suits or proceedings pending or, to the best of the knowledge of Seller, threatened against or affecting Seller or of which the Equipment is the subject matter or any proceedings with respect to Seller or any of the Equipment before any federal, state or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign that would in any way adversely affect the transactions contemplated herein.
(d) Seller possesses valid legal rights in and title to all of the Equipment, free from all pledges, liens, security interests, encumbrances or charges.
(e) All necessary approvals and authority to enter into this Agreement and bind Seller have been obtained, the person executing this Agreement on behalf of Seller has express authority to do so and, in doing, to bind Seller hereto and the execution of this Agreement by Seller does not violate any provision of any by-law, charter, regulation or any other governing authority of Seller.
(f) At such time as Buyer exercises its right to purchase the Equipment under the Lease Agreement, Seller will transfer to Buyer all of its right, title and interest in and to the Equipment, free and clear of any Third Party (as defined herein below) rights or other encumbrances, and Buyer shall have the right to sell, license, assign or otherwise convey the Equipment to any Third Party. Seller shall agree to execute any and all instruments and agreements to effect the conveyance and assignment of the Equipment as Buyer may deem necessary. The term "Third
