Special Representations Clause Samples

Special Representations. Any eligibility representations with respect to a Financing Fund set forth in Column H of Schedule XII. SCHEDULE II THE COLLECTION ACCOUNT, THE SUPPLEMENTAL RESERVE ACCOUNT, THE LIQUIDITY RESERVE ACCOUNT, THE SAP LOCKBOX ACCOUNT, THE SAP REVENUE ACCOUNT, THE TAKEOUT TRANSACTION ACCOUNT AND THE BORROWER’S ACCOUNT Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Acct: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: [***] ABA No.: [***] Account No.: [***] Account Name: [***] Reference: [***] SCHEDULE III [RESERVED] SCHEDULE IV SCHEDULED HEDGED SREC PAYMENTS SCHEDULE V SCHEDULED HOST CUSTOMER PAYMENTS SCHEDULE VI SCHEDULED PBI PAYMENTS SCHEDULE VII SCHEDULED MANAGING MEMBER DISTRIBUTIONS SCHEDULE VIII TAX EQUITY DEFINITIONS 1. Sunnova TEP V-A, LLC, a Delaware limited liability company (“TEP V-A”) 2. Sunnova TEP V-B, LLC, a Delaware limited liability company (“TEP V-B”) 3. Sunnova TEP V-C, LLC, a Delaware limited liability company (“TEP V-C”) 4. Sunnova TEP 6-A, LLC, a Delaware limited liability company (“TEP 6-A”)

Special Representations. The Buyer shall have received from Seller, a special representation to the effect that: (a) Seller is a corporation duly organized and existing in good standing under the laws of the State of Louisiana, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. (b) The Seller has full power and authority to convey, assign, transfer and deliver the shares of stock to be transferred hereunder. (c) The Shares to be transferred hereunder are the sole and only validly issued and outstanding shares of capital stock of Benefit and represent One Hundred percent of interests of Seller to be conveyed pursuant to this Agreement. (d) All corporate acts of Seller and other proceedings required to be taken by or on the part of Seller to authorize it to carry out this Agreement have been approved. (e) The persons executing this Agreement on behalf of Seller have been duly authorized and have full power to execute this Agreement on behalf of Seller. (f) The Officers and Directors of Seller as set forth in the Certificate of Incumbency (Exhibit "10") are the sole, only and duly elected officers and directors of Seller. (g) To the best of Seller's knowledge, after due inquiry, the execution delivery and performance of this Agreement by Seller, will not violate any provisions of Seller's Articles of Incorporation or By-Laws. (h) There are no lawsuits pending and to the knowledge of Seller, none threatened against Seller which would if successful, result in any claim or lien against the Shares. (i) The Minute Book and related files containing the minutes of Benefit accurately and truly reflect the records and actions of Benefit.

Special Representations. (a) Each of NS and PRR hereby represents and warrants that (i) it has examined the Ruling Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of NS and its Subsidiaries and PRR and its Subsidiaries, the NS business and the PRR business, and the NS affiliated group of corporations and the PRR Group) and (ii) to the extent descriptive of NS and PRR their respective Subsidiaries, the NS business and the PRR business, and the PRR Group, the facts presented and the representations made therein are true and correct, except to the extent that any such facts or representations: (i) are about the CSX and its Subsidiaries or the Green Consolidated Group, including NYC (except for facts about the PRR Business); (ii) describe or characterize the purposes of CSX or Green management for the Distributions; or (iii) set forth legal conclusions. (b) Each of NS and PRR hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, that would (i) cause either of the Distributions not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Tax Sharing Agreement or in the Ruling Documents to be untrue in a manner that would have an adverse effect on the Tax-Free Status of either of the Distributions. (c) Each of CSX and NYC hereby represents and warrants that (i) it has examined the Ruling Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of CSX and its Subsidiaries and NYC and its Subsidiaries, the CSX business and the NYC Business, and the CSX affiliated group of corporations and the NYC Group) and (ii) to the extent descriptive of CSX and NYC and their respective Subsidiaries, the CSX business and the NYC Business and the NYC Group, the facts presented and the representations made therein are true and correct, except to the extent that any such facts or representations: (i) are about the NS and its Subsidiaries or the Green Consolidated Group, including PRR (except for facts about the NYC Business); (ii) describe or characterize the purposes of NS or Green management for the Distributions; or (iii) set forth legal conclusions. (d) Each of CSX and NYC hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, that would (i) ca...

Special Representations. The representations and warranties contained in each of Section 3.17 (Employee Matters) and Section 3.18 (Intellectual Property) (collectively, the “▇▇▇▇▇ Special Representations”) shall each survive the Closing until the expiration of the statute of limitations under applicable federal or state law for claims by third parties against the Indemnifying Party on each such matter (the “Special Survival Period(s)”). The parties acknowledge that the statute of limitations under applicable federal or state law on each matter may be different and therefore each matter relating to a ▇▇▇▇▇ Special Representation may each have a separate and different Special Survival Period.

Special Representations. Any eligibility representations with respect to a Financing Fund set forth in Column H of Schedule XII. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Bank Name: ▇▇▇▇▇ Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: ▇▇▇▇▇ Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: ▇▇▇▇▇ Fargo Bank, N.A. ABA No.: [***] Acct: [***] Account Name: [***] FFC: [***] Bank Name: Texas Capital Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: ▇▇▇▇▇ Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. FFC: [***] Bank Name: ▇▇▇▇▇ Fargo Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] FFC: [***] Bank Name: JPMorgan Chase Bank, N.A. ABA No.: [***] Account No.: [***] Account Name: [***] Reference: [***] [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. 1. Sunnova TEP IV-C, LLC, a Delaware limited liability company (“TEP IV-C”) 2. Sunnova TEP IV-D, LLC, a Delaware limited liability company (“TEP IV-D”) 3. Sunnova TEP IV-E, LLC, a Delaware limited liability company (“TEP IV-E”) 4. Sunnova TEP IV-F, LLC, a Delaware limited liability company (“TEP IV-F”) 5. ...

Special Representations. G▇▇▇ understands that the Notes are being offered pursuant to an exemption from registration contained in the Securities Act of 1933, as amended (the “Securities Act”), based in part upon G▇▇▇’▇ representations contained in this Agreement, including, without limitation, that G▇▇▇ is an “accredited investor” within the meaning of Regulation D under the Securities Act. G▇▇▇ has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Notes to be assigned to it under this Agreement and the securities acquired by it upon the conversion of the Notes.

Special Representations. Franchise Owner (and each owner of an Equity Interest in Franchise Owner if Franchise Owner is a legal entity) hereby represents as follows: A. That it has conducted an independent investigation of the Franchisor's business and System and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent upon the ability of Franchise Owner as an independent business person. The Franchisor expressly disclaims the making of, and Franchise Owner acknowledges that it has not received any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business contemplated by this Agreement. B. Franchise Owner acknowledges having received, read, and understood this Agreement, including all Attachments hereto; and Franchise Owner further acknowledges that the Franchisor has accorded Franchise Owner ample time and opportunity to consult with advisors of his/her own choosing about the potential benefits and risks of entering into thisAgreement. C. Franchise Owner acknowledges that it has received a complete copy of this Agreement, with all attachments referred to herein, and agreements relating hereto, if any, at least fourteen (14) calendar days prior to the date on which this Agreement was executed. Franchise Owner further acknowledges that it has received the disclosure document required by the Trade Regulation Rule of the Federal Trade Commission, entitled "Information for Prospective Franchise Owners Required by the Federal Trade Commission," at least fourteen (14) calendar days prior to the date on which this Agreement was executed; and D. Franchise Owner also acknowledges that prior to the date of this Agreement, no other Agreement was entered, no promises were made by the Franchisor, and no funds were offered to or accepted bythe Franchisor.

Special Representations. Each party represents and warrants to the other party as follows: (a) Neither the execution and delivery of this Agreement nor the performance of any actions required hereunder is being consummated by it with or as a result of any actual intent by such party to hinder, delay or defraud any entity to which such party is now or will hereafter become indebted. (b) Such party does not have any intent (i) to file any voluntary petition in bankruptcy under any Chapter of the Bankruptcy Code or in any manner to seek relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal, foreign or other insolvency laws or laws providing for relief of debtors, or in equity, or directly or indirectly to leave any of its affiliates to file any such petition or to seek any such relief, or (ii) directly or indirectly to cause any involuntary petition under any Chapter of the Bankruptcy Code to be filed under such party of any of its affiliates, or to cause such party or any proceedings pursuant to local, state, federal, foreign or other insolvency laws or laws providing relief of debtors or in equity or (iii) directly or indirectly to cause the Products or the intellectual property that is the subject of the licenses granted hereunder to become the property of any bankruptcy estate or the subject of any local, state, Federal, foreign or other bankruptcy dissolution, liquidation or insolvency proceedings.

Special Representations. The representations and warranties contained in each of Section 3.17 (Employee Matters) and Section 3.18 (Intellectual Property) (collectively, the “SWS Special Representations”) shall each survive the Closing until the expiration of the statute of limitations under applicable federal or state law for claims by third parties against the Indemnifying Party on each such matter (the “Special Survival Period(s)”). The parties acknowledge that the statute of limitations under applicable federal or state law on each matter may be different and therefore each matter relating to an SWS Special Representation may each have a separate and different Special Survival Period.