Common use of Seller Representations Clause in Contracts

Seller Representations. Seller hereby represents and warrants that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) Seller has or will obtain all necessary corporate approvals for the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Seller's obligations hereunder which Seller has reason to believe that it will be unable to obtain in due course; and (e) Neither the execution nor delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Seller.

Seller Representations. Seller hereby represents and warrants that: (a) It is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation formation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) Seller has or will obtain all necessary corporate approvals for the The execution and delivery of this Agreement and the performance of its obligations hereunderhereunder have been duly authorized by all necessary corporate action; (c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), is required to authorize, or ) is required in connection with the executiondue authorization, execution and delivery and performance of this Agreement by Seller or the performance of by Seller's of its obligations hereunder which Seller has reason to believe that it will be unable to obtain in due coursecourse on or before the date required for Seller to perform such obligations; and (e) Neither the execution nor and delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws by-laws of the Seller or any Contractual Obligation contractual obligation of the Seller or (ii) to the best knowledge of Seller, results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or of default under any Contractual Obligation contractual obligation of the Seller.

Seller Representations. Seller hereby represents and warrants that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (b) Seller has or will obtain all necessary corporate approvals for the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Seller's obligations hereunder which Seller has reason to believe that it will be unable to obtain in due course; and (e) Neither the execution nor delivery of this Agreement by Seller nor compliance by Seller with any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Seller.

Seller Representations. Seller hereby In connection with the transactions contemplated by this Agreement, each of the Sellers, severally and not jointly, represents and warrants to the Corporation as of the Closing Date that: (a) It is a corporation This Agreement has been duly organizedauthorized, validly existing executed and in good standing under delivered by such Seller. (b) The execution and delivery by such Seller of, and the laws performance by such Seller of its obligations under, this Agreement and the consummation of the state transactions contemplated by this Agreement will not contravene (i) any provision of its applicable law; (ii) the certificate of incorporation and has all requisite corporate power and authority to enter into this Agreementor bylaws or other comparable governing or constituent documents of such Seller (if such Seller is not a natural person); (iii) any agreement or other instrument binding upon such Seller; or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Seller, except in the case of clauses (i), (iii) or (iv), where such contravention would not reasonably be expected to, singly or in the aggregate, have a material adverse effect on the ability of such Seller to perform its obligations hereunder under this Agreement, and to consummate the transactions contemplated hereby; (b) Seller has no consent, approval, authorization or will obtain all necessary corporate approvals for the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) This Agreement is a legalorder of, valid and binding obligation of Seller enforceable against Seller in accordance with its termsor qualification with, subject to the qualificationany governmental body, however, that the enforcement of the rights and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals of equity (regardless of whether considered in a proceeding in equity agency or at law); (d) To the best knowledge of Seller, as of the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which have been previously obtained or disclosed, in writing, to Buyer), court is required to authorize, or is required in connection with for the execution, delivery and performance by such Seller of its obligations under this Agreement or the performance consummation of the transactions contemplated by this Agreement, except such as have already been obtained. (c) Immediately prior to the Closing, such Seller will have valid title to, or a valid “security entitlement” within the meaning of Section 8‑501 of the New York Uniform Commercial Code in respect of, the Secondary Securities to be sold by such Seller's obligations hereunder which , free and clear of all security interests, claims, liens, equities or other encumbrances, except for any encumbrances (i) imposed under applicable securities laws or the organizational documents of the Corporation or the Company or (ii) as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect the ability of such Seller to consummate the transactions contemplated by this Agreement. (d) Such Seller (either individually or each together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. Such Seller has reason had the opportunity to believe ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement as such Seller has requested. Such Seller has received all information that it will be unable to obtain believes is necessary or appropriate in due course; andconnection with the transactions contemplated by this Agreement. Such Seller acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Corporation, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Sellers in this Agreement. (e) Neither Such Seller expressly acknowledges and agrees that neither the execution Corporation nor delivery the Company, nor any of their respective affiliates, nor ▇▇▇▇▇▇ LLP, nor ▇▇▇▇▇ Day, makes any representation with respect to the tax treatment of the transactions contemplated by this Agreement. Such Seller has reviewed with such ▇▇▇▇▇▇’s own tax advisors the federal, state and local tax consequences, if any, of this Agreement by and the transactions contemplated hereby. Such Seller nor compliance by Seller with is relying solely on such Seller’s own advisors and not on any statements or representations of the Corporation, the Company or any of the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions their respective affiliates. Such Seller understands that such Seller is exclusively responsible for such Seller’s own tax liability that may arise as a result of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Sellerthis Agreement.

Seller Representations. The Seller hereby represents and warrants thatto the Buyer in each of the following terms as at the date of this Agreement and at the Project Commissioning Date: (a) It The Seller is a corporation duly organized, organised and validly existing and in good standing under the laws of Israel and is qualified to conduct its business in the state of its incorporation and has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyHost Country; (b) The execution, delivery and performance of this Agreement are within its powers, have been duly authorised by all necessary action and do not violate or conflict with or require any consent or waiver under any of the terms or conditions in its governing documents or any material contract to which it is a party or by which any of its assets are bound or affected, or any law, rule, regulation, order, statement of claim, judgment, decree or other legal or regulatory determination applicable to it; (c) All Consents necessary for: (i) the Seller to perform their obligations under this Agreement; and (ii) the conduct of the business of the Seller and the construction, maintenance and operation of the Project, have been obtained and are in full force and effect. As of the Project Commissioning Date, the Seller has not received any notice of violation of any material Consents relating to the Project; (d) This Agreement constitutes legal, valid and binding obligations of the Seller enforceable in accordance with its terms; (e) There are no Bankruptcy Proceedings pending or will obtain all necessary corporate approvals for being contemplated by the Seller or, to its knowledge, threatened against the Seller; (f) There are no claims, actions, proceedings or investigations pending or, to the Seller knowledge, threatened against or relating to the Seller before any competent authority that may materially adversely affect its ability to perform this Agreement; (g) The Seller is not subject to any judgment, rule, order, statement of claim, injunction or decree of competent authority that materially adversely affects its ability to perform this Agreement; (h) This Agreement, the execution and delivery of this Agreement and the performance fulfillment and compliance with the terms of its obligations hereunderthis Agreement by the Seller will not materially conflict with any of, or require the consent of any person under, any loan or security agreement, or other material agreement to which the Seller is a party; (ci) This Agreement is a legal, valid and binding obligation of All information regarding the Project delivered from the Seller enforceable against Seller in accordance with its terms, subject to the qualification, however, that the enforcement of the rights Buyer is true and remedies herein is subject to (i) bankruptcy and other similar laws of general application affecting rights and remedies of creditors and (ii) the application of general principals of equity (regardless of whether considered in a proceeding in equity or at law)accurate; (dj) To All Projects should have all governmental permits and approvals according to the best knowledge of SellerHost Country laws and regulations, as of which means that the date of execution hereof, no Governmental Approval (other than any Governmental Approvals which licenses and permits necessary for construction and development have been previously obtained obtained; (k) The Seller shall not, during the term of this Agreement, enter into any contract or disclosedaccept any obligation inconsistent or incompatible with its obligations under this Agreement; (l) The Seller has all unencumbered rights, title and interest to all CERs generated by the Project; (m) The Seller has not sold, will not sell, transferred, assigned, licensed, disposed of, granted or otherwise created any interest or encumbrances in writingthe CERs, to Buyer), is required to authorize, or is required in connection with the execution, delivery and performance of this Agreement or the performance of Seller's obligations hereunder which Seller has reason to believe that it will be unable to obtain in due courseany Third Party; and (en) Neither The Seller embraces the execution nor delivery UN Global Compact's ten principles (ht▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇/thetenprinciples/index.html) in the conduction of this Agreement by Seller nor compliance by Seller with any of its businesses and the terms and provisions hereof (i) conflicts with, breaches or contravenes the provisions of the corporate charter or bylaws of Seller or any Contractual Obligation of Seller or (ii) results Project in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event or default under any Contractual Obligation of the Sellerparticular.