From Seller Sample Clauses

From Seller. No contract shall exist except as provided in this document, as this document is a complete and exclusive statement of the terms and conditions of the sale.

From Seller. Subject to the conditions contained in this Agreement, Seller shall deliver or cause to be delivered to Purchaser at the Closing the following documents, duly executed by Seller where necessary to make them effective: (i) an officer’s certificate stating that the preconditions specified in Section 4.2 have been satisfied or waived; (ii) copies of all third party consents contemplated by Sections 4.2(b) and 4.2(c); (iii) such instruments of sale, transfer, assignment, conveyance and delivery (including all vehicle titles) as are required in order to transfer title to the Purchased Assets to Purchaser; (iv) assignments of the Contracts and Assigned Leases; (v) certified copies of the resolutions duly adopted by the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; and

From Seller a. Available Maximum Capacity: instantaneous limit for available energy, represents max level the Facility can produce under present conditions, resource and equipment availability. This is used as upper limit for Company Dispatch. b. Maximum Dispatchable Ramp Rate: Controlled ramp rate available for controlled changes in output. c. Minimum sustained limit: Minimum output level the facility can be reduced to continuously without delay (used as lower limit for Company Dispatch). d. If project has capability for isochronous control: i. Frequency Response Mode (DROOP, isochronous) Company will receive and send Set-Point and related data through the communications interface in accordance with Company standards. The data points covered under this Agreement, as described below, may overlap with data requirements described elsewhere. The following data points will be transmitted via SCADA from Seller to Company and represent Facility level data [Note: May be modified based on Facility requirements]: Set-Point (echo) MW Net Real Power Output ▇▇ ▇▇▇▇▇ Real Power Output MW Available Maximum Capacity MW Minimum Sustained Limit (ECOMN) MW Minimum Transient Limit (LFCMN) MW Maximum Dispatchable Ramp Rate MW/min Active Power Control Interface Status Remote/Local Gross Reactive Power Output MVAR Voltage kV Minimum Sustained Limit (ECOMN) MVars [For facilities with alternate modes of frequency response] Indication of Frequency Response Mode Droop/ ISOCH The following protocols outline the expectations for responding to the Set-Point. Frequency of Changes. Company may send a new Set-Point to the Facility at up to the Company control system, control cycle (presently 4 seconds). Range of Set-Point. The range of set point values can be between Minimum Sustained Limit and 100% of Available Maximum Capacity.

From Seller. A certified copy of the Seller's Articles ----------- of Incorporation and Bylaws, a Certificate of Good Standing from the State of California, a Certificate of Incumbency listing all officers and directors of the Seller, and certified corporate resolutions authorizing the Seller to enter into this Agreement and the Seller Transaction Documents and to carry out and perform the terms and provisions of this Agreement and the transactions contemplated hereby.

From Seller. The Seller shall deliver to the Purchaser a certificate of its secretary certifying the incumbency of the officer(s) executing this Agreement and the Seller Delivered Documents and certifying the due adoption of corporate resolutions of the Seller authorizing and approving the execution, delivery and performance of this Agreement and the Seller Delivered Documents and of all of the transactions contemplated herein and therein.

From Seller. The Buyer hereby specifically acknowledges and agrees that it is responsible for determining the suitability of the Products for their intended use (including use by any transferee of the Buyer or other end-user) including end-use environmental conditions, storage and transportation. Non-suitability for the intended use is not a valid basis for the issuance of an RMA.

From Seller. (i) Special Warranty Deed, duly executed by Seller in recordable form, conveying to Buyer good and marketable fee title to the Seller Real Property, subject only to the Seller Permitted Encumbrances; (ii) A General ▇▇▇▇ of Sale and Assignment, duly executed by Seller, conveying to Buyer good title to all tangible assets which are a part of the Seller Assets and all Seller's right, title and interest in and to all intangible assets which are a part of the Seller Assets, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities; (iii) An Assignment of Contracts, duly executed by Seller, conveying to Buyer Seller's interest in the Contracts; (iv) An Owner Policy of Title Insurance covering the Seller Real Property as described in and provided by Section 9.9 hereof; (v) Copy of resolutions duly adopted by the board of directors of Seller authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of Closing, by the appropriate officers of Seller; (vi) Certificate of the Chairman of the Board of Seller certifying that each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects; (vii) Certificate of incumbency for the officers or directors of Seller executing this Agreement or making certifications for Closing dated as of Closing; (viii) Certificate of existence and good standing of Seller from the state in which it is incorporated, dated the most recent practical date prior to Closing; (ix) The opinion of Seller's counsel as described in and provided by Section 9.2 hereof; (x) Certificate of good standing of Seller from the state of Arkansas, dated the most recent practical date prior to Closing; (xi) A Covenant Not to Compete Agreement duly executed by Seller on the terms and in the form required pursuant to Section 9.15 hereof; (xii) A termination of the Lease (the "Lease Termination Agreement") creating the leasehold estate of Seller in that portion of the Real Property on which the Hospital is located, duly executed by Seller and SAFECARE (and if applicable, any mortgagee or pledgee of Seller's interest in the Lease) and in recordable form; (xiii) A FIRPTA Affidavit duly executed by Seller, stating that neither Seller nor any of its Affiliates holding title to an...