Common use of Real Property Interests Clause in Contracts

Real Property Interests. The real property and any of the interests related to the real property described on Schedule 2.22 describe all of the real property interests, including, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation of the Project, including all rights to the Premises and all rights needed for the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests are sufficient in all material respects for the Project Company to develop, install, own and operate the Project as contemplated by the Material Contracts. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters set forth on Schedule 2.22. The Project Company holds good, valid and marketable leasehold title to the Premises. Seller has delivered to Buyer true, accurate and complete copies of all leases, purchase options, land rights or other agreements with respect to the Premises, and any surveys or plats relating to the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the Lease provided to Buyer is true, accurate and complete, contains all exhibits and has not been modified or amended unless as shown therein. To Seller’s Knowledge, the Premises are in compliance with all conditions, restrictions or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the Project Company has received any notice of any of the following and, to Seller’s Knowledge, none of the following events or conditions have occurred or currently exist: (a) any existing or threatened special Tax or special assessment to be levied against the Premises, (b) any claims from any Governmental Authority having jurisdiction over the Project Company or the Premises or from any Person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To Seller’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulations.

Real Property Interests. Schedule 3.01(l) hereto sets forth a complete and accurate list of (i) the real properties owned by the Company (the "Fee Properties") and (ii) the real properties leased by the Company (the "Leased Properties"). The real property Company has good and any of the interests related marketable fee simple title to the real property described on Schedule 2.22 describe all of the real property interests, including, without limitation, options, easements Fee Properties and leases, held by the Project Company underlying or used or to be used in the operation of the Project, including all rights to the Premises and all rights needed for the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests are sufficient in all material respects for the Project Company to develop, install, own and operate the Project as contemplated by the Material Contracts. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters set forth on Schedule 2.22. The Project Company holds good, valid good and marketable leasehold title to the PremisesLeased Properties, listed on Schedule 3.01(l), free and clear of all Claims, tenants and occupants except for Permitted Liens. Seller has delivered to Buyer true, Complete and accurate and complete copies of all leases, purchase options, land rights leases or other agreements with respect to the Premises, and any surveys or plats relating to the Premises, together with any Leased Properties have been delivered to Parent and there have been no material changes or amendments to such leases or agreements since such delivery. The Company is the lawful owner of all improvements and fixtures located on the Fee Properties and all exhibits moveable fixtures located at the Leased Properties, free and clear of all Claims except for Permitted Liens. Each lease or other agreement relating to the Leased Properties is a valid and subsisting agreement, without any material default of the Company thereunder and without any material default thereunder of the other party thereto, and none of such leases and agreements give the foregoing has been modified Company the right to use or amended unless shown therein. The Leaseoccupy, as amendedthe case may be, all real properties as are sufficient and adequate to operate the Business as it is in full force and effect and constitutes currently being conducted. Except as set forth on Schedule 3.01(l), the valid and binding legal obligations Company's possession of the parties therein. The copy of the Lease provided to Buyer is true, accurate and complete, contains all exhibits and such property has not been modified disturbed nor has any claim relating to the Company's title to or amended unless as shown therein. To Seller’s Knowledge, the Premises are in compliance with all conditions, restrictions or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the Project Company has received any notice possession of any of the following and, to Seller’s Knowledge, none of the following events or conditions have occurred or currently exist: (a) any existing or threatened special Tax or special assessment to be levied such property been asserted against the Premises, (b) any claims from any Governmental Authority having jurisdiction over the Project Company or the Premises or from any Person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous would have a Company Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To Seller’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulationsAdverse Effect.

Real Property Interests. Schedule 3.01(k) hereto sets forth a complete and accurate list of (i) the real properties owned by the Workforce Company (the "FEE PROPERTIES") and (ii) the real properties leased by the Workforce Company (the "LEASED PROPERTIES"). The real property Workforce Company has good and marketable fee simple title to the Fee Properties and good leasehold title to the Leased Properties, in each case listed below its name on Schedule 3.01(k), free and clear of all Claims, tenants and occupants except for Permitted Liens. Complete and accurate copies of all leases or other agreements relating to the Leased Properties have been delivered to Parent and there have been no material changes or amendments to such leases or agreements since such delivery. The Workforce Company are the lawful owners of all improvements and fixtures located on the Fee Properties or the Leased Properties, free and clear of all Claims except for Permitted Liens. Each lease or other agreement relating to the Leased Properties is a valid and binding agreement, without any material default of the interests related Workforce Company thereunder and, to the real property described on Schedule 2.22 describe all best knowledge of the real property interests, includingSellers, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation any material default thereunder of the Projectother party thereto, including and such leases and agreements give the Company (or a subsidiary) the right to use or occupy, as the case may be, all rights to the Premises and all rights needed for the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests properties as are sufficient in all material respects for the Project Company and adequate to develop, install, own and operate the Project Business as contemplated by the Material Contractsit is currently being conducted. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters Except as set forth on Schedule 2.22. The Project Company holds good3.01(k), valid and marketable leasehold title to the Premises. Seller has delivered to Buyer true, accurate and complete copies Workforce's possession of all leases, purchase options, land rights or other agreements with respect to the Premises, and any surveys or plats relating to the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the Lease provided to Buyer is true, accurate and complete, contains all exhibits and such property has not been modified or amended unless as shown therein. To Seller’s Knowledgedisturbed nor, to the Premises are in compliance with all conditions, restrictions or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the Project Company has received any notice of any best knowledge of the following andSellers, to Seller’s Knowledge, none of the following events or conditions have occurred or currently exist: (a) has any existing or threatened special Tax or special assessment to be levied claim been asserted against the Premises, (b) any claims from any Governmental Authority having jurisdiction over the Project Workforce Company or the Premises or from any Person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous would have a Company Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To Seller’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulationsAdverse Effect.

Real Property Interests. Schedule 3.1(k) hereto sets forth a complete and accurate list of (i) the real properties owned by the Company (the "Fee Properties") and (ii) the real properties leased by the Company (the "Leased Properties"). The real property Company has good and marketable fee simple title to the Fee Properties and good leasehold title to the Leased Properties, in each case listed below its name on Schedule 3.1(k), free and clear of all Claims, tenants and occupants except for Permitted Liens. Complete and accurate copies of all leases or other agreements relating to the Leased Properties have been delivered to Parent and there have been no material changes or amendments to such leases or agreements since such delivery. The Company is the lawful owner of all improvements and fixtures located on the Fee Properties or the Leased Properties, free and clear of all Claims except for Permitted Liens. Each lease or other agreement relating to the Leased Properties is a valid and binding agreement, without any material default of the interests related Company thereunder and, to the real property described on Schedule 2.22 describe all best knowledge of the real property interestsCompany and Masox, including, without limitation, options, easements and leases, held by the Project Company underlying or used or to be used in the operation xxthout any material default thereunder of the Projectother party thereto, including and such leases and agreements give the Company the right to use or occupy, as the case may be, all rights to the Premises and all rights needed for the Project Company to fulfill its obligations under the Interconnection Agreement and the PPA (the “Project Real Property”). Such real property interests properties as are sufficient in all material respects for the Project Company and adequate to develop, install, own and operate the Project Business as contemplated by the Material Contractsit is currently being conducted. The Project Company does not own, lease, license or otherwise have and has not had any interests (including option interests) in any other real property. The Project Real Property is not subject to any liens or other rights of third parties other than such matters Except as set forth on Schedule 2.22. The Project Company holds good3.1(k), valid and marketable leasehold title to the Premises. Seller has delivered to Buyer true, accurate and complete copies Company's possession of all leases, purchase options, land rights or other agreements with respect to the Premises, and any surveys or plats relating to the Premises, together with any and all exhibits thereto, and none of the foregoing has been modified or amended unless shown therein. The Lease, as amended, is in full force and effect and constitutes the valid and binding legal obligations of the parties therein. The copy of the Lease provided to Buyer is true, accurate and complete, contains all exhibits and such property has not been modified or amended unless as shown therein. To Seller’s Knowledgedisturbed nor, to the Premises are in compliance with all conditions, restrictions or requirements contained in any zoning ordinances, permits or approvals necessary for the Project including, but not limited to, any necessary consents or authorizations. Neither Seller nor the Project Company has received any notice of any best knowledge of the following andCompany and Masox, to Seller’s Knowledge, none of the following events or conditions have occurred or currently exist: (a) xxs any existing or threatened special Tax or special assessment to be levied claim been asserted against the Premises, (b) any claims from any Governmental Authority having jurisdiction over the Project Company or the Premises or from any Person who will provide utility service to the Premises, that there are not sufficient easements and rights-of-way required for the operation of the Project as contemplated or to provide ingress and egress to and from the Premises, or (c) any notices (including without limitation requests for information) from any Governmental Authority or other person related to (i) the presence, release or threatened release of any Hazardous Material or any other environmental condition on, in or under the Project Real Property, or (ii) any other circumstance forming the basis of any actual or alleged violation by Seller or the Project Company of any Environmental Law or other remedial or removal obligation, harm, injury or damage to real or personal property, natural resources, the environment or any person alleged to have resulted from the foregoing. To Seller’s Knowledge, the Premises are being maintained in all material respects in accordance with applicable laws, rules and regulations and neither Seller nor the Project Company has received any written notification that the Premises are in violation, in any material respect, of any applicable laws, rules and regulationsCompany.