Material Omission Sample Clauses

Material Omission. Neither the Offering Circular (including any preliminary offering circular approved by the Facility Lessee for distribution) nor the written information furnished to the Owner Lessor, the Owner Participant, the Lessor Manager, the Indenture Trustee and the Pass Through Trustees by or on behalf of the Facility Lessee or any of its Affiliates in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, that no representation or warranty is made with regard to (i) any projections or other forward-looking statements provided by or on behalf of the Facility Lessee, or (ii) the descriptions of the Operative Documents or the tax consequences to beneficial owners of Certificates; provided, further, each of the Transaction Parties acknowledge and agree that (i) Calpine has heretofore provided to the Appraiser, solely in order to assist the Appraiser in connection with the preparation of the appraisal to be delivered by the Appraiser to certain of the Transaction Parties at the Closing, certain (1) general market information, (2) information about the Arizona energy markets and (3) information passed along from other Persons and (ii) that the Facility Lessee makes no representation or warranty whatsoever with respect to the information described in clause (i) above except to the extent expressly set forth in Section 4(b) of the Tax Indemnity Agreement.

Material Omission. The Parties acknowledge that a possibility exists that the Parties have neglected to address an aspect of the providing of Services, or the possible need for a particular Service not enumerated or subject to an Exhibit herein. Should such an eventuality come to pass, the Parties will, upon request of either Party, meet and negotiate in good faith to arrive at an arrangement which would substantially correct the omission on an equitable and economically fair basis. No Party shall have an obligation to agree to provide or receive any particular Service however, nor shall a Party have an obligation to agree at all on a mechanism for addressing an omission.