Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties as of the Effective Date, each of which is material and is relied upon by Seller and shall be repeated and true at the time of Closing:
Covenants, Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as of the Effective Date and the Closing Date that:
Covenants, Representations and Warranties of Buyer. Buyer covenants, represents and warrants to Seller as follows:
Covenants, Representations and Warranties of Buyer. Buyer covenants, -------------------------------------------------- represents and warrants to Sellers as follows:
Covenants, Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Seller which shall survive the Closing: Buyer is a Corporation, duly organized, validly existing and in good standing under the laws of the State of California. Buyer has all requisite power and authority to own its assets and properties and to conduct the business in which it is engaged. This Agreement has been duly executed and delivered to Seller by Buyer and is a valid and binding obligation of Buyer, enforceable against it in accordance with its terms. Neither the execution, delivery or performance of the terms of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, result in a breach of, or constitute a default under any provision of the Articles of Incorporation or the Bylaws of Buyer. Buyer agrees that at the Closing, Buyer will cause Company to grant to Seller a right to special distributions as more particularly described below.
Covenants, Representations and Warranties of Buyer. Buyer and the parties executing this Agreement on behalf of Buyer represent such parties executing this Agreement have full right, title, power and authority to execute and perform this Agreement and to consummate the transactions hereunder on behalf of Xxxxx, and upon such execution, this Agreement shall become the legally binding and enforceable obligation of Buyer.
Covenants, Representations and Warranties of Buyer. 31 7.1 Representations and Warranties of Buyer 31 7.2 Tax Minimization 32 ARTICLE VIII INTENTIONALLY OMITTED 32 ARTICLE IX STATEMENTS AND PAYMENT 32 9.1 Monthly Invoice 32 9.2 Protest of Statement 32 9.3 Payment Due Date 32 9.4 Payment 33 9.5 Interest on Past Due Amounts 33 9.6 Audits 33 9.7 Monthly Reconciliation Process 33 ARTICLE X DISPUTE RESOLUTION 33 10.1 Negotiation 33 10.2 Mediation 34 10.3 Material Disputes 34 10.4 Arbitration 34 10.5 Equitable Relief 36 10.6 Arbitration Expenses 36 10.7 Independent Engineer Determinations 36 10.8 Survival of Dispute Resolution 36 ARTICLE XI TITLE, RISK OF LOSS, WARRANTY, AND INDEMNITY 36 11.1 Title, Risk of Loss 36 11.2 Warranty 36 11.3 Indemnity 37 ARTICLE XII EVENTS OF DEFAULT AND SECURITY 37 12.1 Events of Default 37 12.2 Remedies 38 12.3 Setoffs 38 12.4 Financing Party Cure Rights 38 12.5 Cover Damages 39 12.6 Limitation on Liability 40 12.7 Consumer Protection Reserve Account 40 ARTICLE XIII FORCE MAJEURE 41 13.1 No Liability; Definition 41 13.2 Exclusions 42 13.3 Notice Required 42 13.4 Maximum Duration 42 ARTICLE XIV GENERAL PROVISIONS 43 14.1 Assignment and Transfer 43 14.2 Acceptance Deadline 43 14.3 Waiver 43 14.4 Replacement of Indices 43 14.5 Amendments 44 14.6 Contract Term Protection 44 14.7 Imaged Agreement 44 14.8 Governing Law; Submission to Jurisdiction 45 14.9 Rules of Interpretation 45 14.10 No Third Party Beneficiaries 45 14.11 Headings 45 14.12 Limitation of Damages 45 14.13 Notices 46 14.14 Preparation of Agreement; Costs and Expenses 46 14.15 Confidentiality 47 14.16 Mutual Cooperation 48 14.17 Accounting Treatment 48 14.18 Complete Agreement 48 14.19 Defense of Agreement 48 14.20 Non-Severability 48 SCHEDULE I DEFINITIONS SCHEDULE 2.1A SEASONAL SHAPING FACTOR SCHEDULE 2.10 ORIGINAL ALLOCATIONS SCHEDULE 4.3 MAJOR EQUIPMENT LIST SCHEDULE 5.2A FORMULA FOR ADJUSTMENT OF CAPITAL COMPONENT SCHEDULE 5.2B FORMULA FOR THE ADJUSTMENT OF THE OPERATIONS AND MAINTENANCE COMPONENT SCHEDULE 5.2C CALCULATION OF FUEL COMPONENT SCHEDULE 5.2D CALCULATION OF CARBON CAPTURE AND SEQUESTRATION COMPONENT SCHEDULE 5.5 INFLATION ADJUSTMENTS APPLICABLE TO THE CALCULATION OF THE SAVINGS TRACKING AMOUNT AND MONTHLY INFLATION-ADJUSTED BASE OVERAGE AMOUNT SCHEDULE 6.2(a) INSURANCE REQUIREMENTS SCHEDULE 6.2(b) INSURANCE REQUIREMENTS FOR CONSTRUCTION PARTICIPANTS SCHEDULE 9.7 MONTHLY RECONCILIATION PROCESS SCHEDULE 14.1(b) MINIMUM QUALIFICATIONS FOR TRANSFEREES AND REQUIREMENTS FOR FACILITY TRANSFER SUBSTITUTE NATURAL GA...
Covenants, Representations and Warranties of Buyer. A. Buyer covenants that it will promptly proceed with and diligently pursue to conclusion, before one (1) day prior to the Closing Date, completion of all inspections, physical inventories, and audits of the Purchased Assets and Real Estate occupied by the Business that it deems necessary.
Covenants, Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the date hereof and on the Closing as follows:
Covenants, Representations and Warranties of Buyer. The Buyer -------------------------------------------------- represents and warrants to, and covenants with, the Seller and the Company that except for the provisions pertaining to the payment of the purchase price thereunder, the Buyer agrees to be bound as "Buyer" by all of the terms, covenants and conditions of the Sale Agreement, and from and after the date hereof, the Buyer assumes for the benefit of the Seller and the Company all of the Seller's obligations as "Buyer" thereunder.
