Off-island ppa
Tolling Statute of Limitations
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- REPRESENTATIONS, WARRANTIES AND INDEMNITIES
- Buyer’s Representation and Warranties .
Tolling Statute of Limitations. All applicable statutes of limitation and defenses based upon the passage of time and similar contractual limitations shall be tolled while the discussions specified in this Article 16 are pending. The parties will take such action, if any, required to effectuate such tolling. Without prejudice to the procedures specified in this Article 16, a Party may file a complaint for statute of limitations purposes, if in its sole judgment such action may be necessary to preserve its claims or defenses. Notwithstanding such action, the Parties will continue to participate in good faith in the procedures specified in this Article 16. REPRESENTATIONS, WARRANTIES AND INDEMNITIESSeller’s Representation and Warranties.As of the Effective Date of this Agreement, Seller represents and warrants to Buyer that:(a) Seller is a [insert as to type of entity and State of formation], is duly organized and validly existing, and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary; (b) Seller represents and warrants that it is capable of suing and being sued in the State of New York, and that it will assert no legal defense(s) to the assertion of jurisdiction in the courts of the State of New York or the courts of the United States of America for the Eastern District of New York having subject matter jurisdiction; (c) Seller has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; (d) The execution, delivery and performance of this Agreement by Seller will not conflict with its governing documents, any Legal Requirements, or any covenant, agreement, understanding, decree or order to which Seller is a party or by which it is bound or affected; (e) This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; (f) There are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened in writing against Seller, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability to perform its obligations under this Agreement and Seller has no knowledge of any violation or default by Seller or its Affiliates with respect to any order, writ, injunction or decree of any court or any federal, state, municipal or other governmental department, commission, board, agency or instrumentality which is reasonably likely to have such a materially adverse effect or to result in such impairment; and (g) Seller is and will be, for the Base Term and Extended Term, if applicable, in compliance in all material respects with all Legal Requirements, judicial and administrative orders, rules and regulations, and Consents as of the Effective Date to the extent compliance is required as of such date (a) which govern Seller’s ability to perform its obligations under this Agreement, or (b) the noncompliance with which would have a material adverse effect on Seller’s ability to perform its obligations under this Agreement.
Seller covenants that it will have, from the COD through the termination or expiration of the Agreement, good and merchantable title to the Projects, or any component part thereof, except as otherwise contemplated or permitted by this Agreement or as required for financing purposes (it being acknowledged by Buyer that depending on the financing structure utilized, the Projects may be owned by a special purpose entity or an Affiliate of Seller).Buyer’s Representation and Warranties.As of the Effective Date of this Agreement, Buyer represents and warrants to Seller that:(a) Buyer is a corporate municipal instrumentality of the State of New York, duly organized and validly existing, and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Buyer is duly qualified in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary; (b) Buyer is capable of suing and being sued in the State of New York, and that it will assert no legal defense(s) to the assertion of jurisdiction in the courts of the State of New York or the courts of the United States of America for the Eastern District of New York having subject matter jurisdiction; (c) Buyer has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; (d) The execution, delivery and performance of this Agreement by Buyer will not conflict with its governing documents, any Legal Requirements, or any covenant, agreement, understanding, decree or order to which Buyer is a party or by which it is bound or affected; (e) This Agreement has been duly and validly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms against Buyer, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; and (f) There are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened in writing against Buyer, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Buyer, or to result in any impairment of Buyer’s ability to perform its obligations under this Agreement and Buyer has no knowledge of any violation or default by Buyer or its Affiliates with respect to any order, writ, injunction or decree of any court or any federal, state, municipal or other governmental department, commission, board, agency or instrumentality which is reasonably likely to have such a materially adverse effect or to result in such impairment. Buyer covenants that it is and will be, for the Base Term and Extended Term, if applicable, in compliance in all material respects with all Legal Requirements and Consents as of the Effective Date to the extent compliance is required as of such date (a) which govern Buyer’s ability to perform its obligations under this Agreement, or (b) the non–compliance with which would have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement.Directory: proposals proposals -> Title 157 State Fire Marshal Chapter 8 permissible fireworks in the state of nebraska for 2008 2009 proposals -> Online Course Proposal Form proposals -> Course Title & Number: Bus 14 Business Communication Faculty Name: Melissa Patterson Course Delivery Method (check one) proposals -> IPad/Mobile Learning Strategies: iLearn, iPractice, and iEvaluate proposals -> Computational X: Integrating Computational Thinking across Disciplines Austin Cory Bart, Dennis Kafura proposals -> Title 435 private detective licensing act numerical table of contents proposals -> Bif 400 – Bioinformatics Senior Seminar Generic Syllabus proposals -> Contact Information 1102 Education Tower Download 0.54 Mb. Share with your friends:
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