Covenants of Seller. Seller covenants and agrees with Buyer as follows:
Covenants of Seller. Seller agrees that:
Covenants of Seller. SECTION 4.1 Protection of Title of Purchaser.
(a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the EFLLC Receivables and the EFLLC Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Indenture Trustee under the Indenture in the EFLLC Receivables and the EFLLC Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Indenture Trustee may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Indenture Trustee to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as the Purchaser or the Issuer may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein. The Indenture Trustee shall not be obligated to file any such records (including, without limitation, financing statements) except upon written instruction from the Seller or the Issuer.
(b) Seller shall not change its name, identity, state of incorporation or c...
Covenants of Seller. Seller hereby covenants with Buyer, as follows:
Covenants of Seller. Seller and Principal represent and covenant to Buyer that pending completion of the sale of Assets contemplated hereby and as of the Closing Date:
(a) Each representation and warranty set forth in Section 7 hereof shall be true and correct in all material respects.
(b) Seller will maintain itself at all times up to and including the Closing Date as a duly licensed corporation in good standing under the laws of its state of incorporation.
(c) Seller will keep the Business open during its usual and customary hours and cause the Business to function in the ordinary course of business and in a good and efficient manner in keeping with Seller's customary practices.
(d) Seller will afford Buyer and its accountants, attorneys, consultants, representatives, agents and employees, at all reasonable times, access and facilities to use, with respect to the Assets, Seller's books, files, records and insurance policies for the purpose of audit, inspection and examination thereof, and will do everything reasonably necessary to enable Buyer to make a complete examination of the Assets and the condition thereof. All information so obtained by Buyer and its representatives, agents, and employees shall be kept confidential.
(e) Seller will not mortgage, pledge or allow any lien to be placed upon any of the Assets.
(f) Seller will not acquire additional Assets or dispose of any of the Assets, or in any way obligate itself to do so, except in the ordinary course of business.
(g) Seller will keep all of its insurable Assets insured in accordance with its present practice, and it will maintain, preserve and keep all improvements on property constituting a part of the Assets in a good condition and state of repair, reasonable wear and tear or damage or loss by fire, storm or other casualty loss excepted.
(h) Seller will not enter into any contract or commitment, or incur or agree to incur any liability, or make any capital expenditures, except in the normal course of business.
(i) Seller will not increase compensation payable or to become payable to any officer, employee or agent.
Covenants of Seller. (i) Seller hereby provides and conveys all Green Attributes associated with all electricity generation from the Project to Buyer as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Project, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Project.
(ii) Seller covenants to and for the benefit of Buyer that throughout the Services Term:
(a) it will deliver the Products to Buyer free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person;
(b) the Unit(s) shall at all times during the Contract Term be free and clear of all liens, security interests, claims and encumbrances or any interest thereto or therein by any Person except for purposes of project financing or as otherwise agreed by Buyer as evidenced by its written consent;
(c) As of the Initial Delivery Date, it will control all the rights to all Green Attributes from the Project, and during the Contract Term it will not transfer, sell, or otherwise dispose of the rights to any Green Attributes associated with the Units to any person other than Buyer and will transfer all Green Attributes associated with the Units to Buyer free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person (without any charge other than as set forth in Section 4.3);
(d) it will take no action or permit any Person (other than Buyer) to take any action that would impair in any way Buyer’s ability to rely on the Units in order to satisfy its Resource Adequacy Requirements;
(e) it will register with the California Climate Action Registry (“CCAR”), or its successor, and/or report Greenhouse Gas emissions output from the Units if and when the CPUC requires that Buyer's power purchase agreements contain a provision requiring sellers to register and/or report greenhouse gas emissions with the CCAR;
(f) To the extent applicable, Seller shall comply with the prevailing wage requirements of California Public Utilities Code Section 399.14, subdivision (h);
(g) The Facility will be certified as a qualifying facility prior to the date on which it first delivers energy to the CAISO Grid and will remain certified as a qualifying facility at all times during the Services Term. [Applicable only to qualifying facilities.]
(h) [Seller shall take all necessary step...
Covenants of Seller. 15 Section 5.2
Covenants of Seller. Seller hereby covenants with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement, as follows:
Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and on each day until this Agreement is no longer in force, Seller covenants as follows:
Covenants of Seller. From the date hereof until the Repurchase Obligations are indefeasibly paid in full and the Repurchase Documents are terminated, Seller shall perform and observe the following covenants, which shall be given independent effect (so that if a particular action or condition is prohibited by any covenant, the fact that it would be permitted by an exception to or be otherwise within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists):
