Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a financial interest in the Other Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to the Other Borrower; (b) this Guaranty is duly authorized and valid, and is binding upon and enforceable against Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of the Guarantor being false, incorrect, incomplete or misleading in any material respect; (e) there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor which, if adversely determined, would materially affect the ability of Guarantor to perform its obligations hereunder; (f) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately present the condition (financial or otherwise) of Guarantor as of their dates and the results of Guarantor's operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (g) after giving effect to this Guaranty, Guarantor is solvent, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (h) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of the Other Borrower or any change therein, and Guarantor will keep fully appraised of the Other Borrower' financial and business condition; (i) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligations in full without assistance or support from the Other Borrower or any other party; (j) Intentionally del...
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants to Lender as follows:
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor represents, warrants and covenants that: Guarantor (i) is a duly organized and validly existing corporation, partnership, or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization and (ii) has the corporate, trust, partnership or limited liability company power and authority, as the case may be, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage;
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of ORECs pursuant to the Agreement, Guarantor represents, warrants and covenants that:
Representations, Warranties and Covenants of Guarantor. (a) The Guarantor hereby represents and warrants (i) that it is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary, except where the failure to obtain such qualification would not cause a Material Adverse Effect, (ii) that it has all requisite corporate power, authority and legal right to execute, deliver and perform its obligations under this Guaranty, (iii) that the execution, delivery and performance of this Guaranty by it have been duly authorized by all necessary corporate action, are not in contravention of law, and will not conflict with or result in a breach of the terms of its articles of incorporation, by-laws, or any agreement, instrument, indenture or other undertaking to which it is a party or by which it is bound, (iv) that all filings and registrations with, authorizations, approvals and consents of any Governmental Authority or any other Person necessary for the execution, delivery and performance of this Guaranty and for the validity and enforceability thereof, have been made or obtained and are in full force and effect, (v) that this Guaranty has been duly and validly executed and delivered by the Guarantor and is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor, in accordance with its terms, (vi) that no legal proceedings are pending, or threatened, before any court or governmental agency which would adversely affect its financial condition, operations or any licenses or its ability to perform under this Guaranty, (vii) that the execution, delivery and performance of this Guaranty will not violate any Requirement of Law or Contractual Obligation of the Guarantor or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation, (viii) that the Guarantor has received and reviewed copies of the Program Documents, (ix) that no Default or Event of Default has occurred and is continuing under this Guaranty, and (ix) that the Guarantor has a financial interest in the Seller and the Guarantor has determined that it will benefit from the execution of the Program Documents.
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to enter into the purchase of Tier 4 RECs pursuant to the Agreement, Guarantor represents, warrants and covenants that:
Representations, Warranties and Covenants of Guarantor. In order to induce NYSERDA to fund the Grant pursuant to the Agreement, Guarantor represents, warrants and covenants that:
Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants and covenants to BNPLC as follows:
Representations, Warranties and Covenants of Guarantor. In order to induce Lender to enter into the Loan Agreement and to make Loans, Guarantor represents and warrants to Lender as follows, and Guarantor covenants that the following representations will continue to be true (except to the extent that such representation or warranty relates to a particular date), and that Guarantor and its Subsidiaries will at all times comply with all of the following covenants, throughout the term of this Agreement.
Representations, Warranties and Covenants of Guarantor. Each Guarantor represents and warrants to (and with each extension of credit under the Credit Agreement again represents and warrants to) and agrees with the Agent as follows:
