Common use of Lessor Representations and Warranties Clause in Contracts

Lessor Representations and Warranties. Lessor represents and warrants to Lessee that the following statements are true and correct as of the Effective Date: 1.1.1. Lessor is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease, and operate its business as currently conducted. 1.1.2. Lessor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding agreement of Lessor, enforceable against Lessor in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). 1.1.3. Neither the execution, delivery and performance of this Agreement nor the consummation by Lessor of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the organizational documents of Lessor, (ii) conflict with, result in any violation or breach of, constitute a default under, require any notice or consent under, result in the creation of any lien on Lessor’s assets, or create any right of termination under the conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Lessor is a party. 1.1.4. No approval, authorization, order, consent, declaration, registration or filing with any Governmental Authority is required for the valid execution and delivery of this Agreement by ▇▇▇▇▇▇, except such as have been duly obtained or made. 1.1.5. Lessor has all the rights required to enter into this Agreement and perform its obligations hereunder without the consent of any third party that has not been obtained and is in effect as of the date hereof. 1.1.6. There are no pending or, to ▇▇▇▇▇▇’s knowledge, threatened claims, disputes, governmental investigations, suits, actions, arbitrations, legal, administrative or other proceedings, domestic or foreign, criminal or civil, at law or in equity, against Lessor that challenge the enforceability of this Agreement or the ability of Lessor to consummate the transactions contemplated hereby. 1.1.7. All activities and operations of Lessor in connection with the Landfill and the WM Property are in compliance in all material respects with the requirements of all applicable Environmental Laws. 1.1.8. Lessor has or shall obtain all licenses and Permits under Environmental Laws necessary for its operations in connection with the Landfill; all such licenses and Permits are in good standing; and Lessor is and shall remain in compliance in all material respects with all terms and conditions of such licenses and Permits. 1.1.9. Lessor is not involved in any suit, action or proceeding with, and has not received any notice, complaint or other request for information from, any Governmental Authority or other Person, with respect to any actual or alleged environmental claims that, if adversely determined, would be reasonably likely, individually or in the aggregate, to have a material adverse effect on Lessee or on Lessor’s ability to perform under this Agreement or the LFG Sale Agreement, and, to the knowledge of Lessor, there are no threatened actions, suits, proceedings or investigations with respect to any such environmental claims, nor any basis therefor. ▇▇▇▇▇▇ MAKES NO OTHER REPRESENTATION OR WARRANTY WHETHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE WM PROPERTY, INCLUDING BUT NOT LIMITED TO THE SITE, OR THE PRESENCE, QUALITY OR QUANTITY OF LANDFILL GAS, AND LESSEE ACCEPTS THE SITE, AND ALL OF ITS RIGHTS UNDER THIS AGREEMENT, ON AN AS-IS, WHERE-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AS TO THE COMPOSITION OF THE LANDFILL GAS.

Lessor Representations and Warranties. Lessor represents and warrants to Lessee that the following statements are true and correct as of the Effective Date: 1.1.1. 1.1.1 Lessor is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to own, lease, and operate its business as currently conducted. 1.1.2. 1.1.2 Lessor has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding agreement of Lessor, enforceable against Lessor in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). 1.1.3. 1.1.3 Neither the execution, delivery and performance of this Agreement nor the consummation by Lessor of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the organizational documents of Lessor, (ii) conflict with, result in any violation or breach of, constitute a default under, require any notice or consent under, result in the creation of any lien on Lessor’s assets, or create any right of termination under the conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Lessor is a party. 1.1.4. 1.1.4 No approval, authorization, order, consent, declaration, registration or filing with any Governmental Authority is required for the valid execution and delivery of this Agreement by ▇▇▇▇▇▇Lessor, except such as have been duly obtained or made. 1.1.5. 1.1.5 Lessor has all the rights required to enter into this Agreement and perform its obligations hereunder without the consent of any third party that has not been obtained and is in effect as of the date hereof. 1.1.6. 1.1.6 There are no pending or, to ▇▇▇▇▇▇’s knowledge, threatened claims, disputes, governmental investigations, suits, actions, arbitrations, legal, administrative or other proceedings, domestic or foreign, criminal or civil, at law or in equity, against Lessor that challenge the enforceability of this Agreement or the ability of Lessor to consummate the transactions contemplated hereby. 1.1.7. 1.1.7 All activities and operations of Lessor in connection with the Landfill and the WM Property are in compliance in all material respects with the requirements of all applicable Environmental Laws. 1.1.8. 1.1.8 Lessor has or shall obtain all licenses and Permits under Environmental Laws necessary for its operations in connection with the Landfill; all such licenses and Permits are in good standing; and Lessor is and shall remain in compliance in all material respects with all terms and conditions of such licenses and Permits. 1.1.9. 1.1.9 Lessor is not involved in any suit, action or proceeding with, and has not received any notice, complaint or other request for information from, any Governmental Authority or other Person, with respect to any actual or alleged environmental claims that, if adversely determined, would be reasonably likely, individually or in the aggregate, to have a material adverse effect on Lessee or on Lessor’s ability to perform under this Agreement or the LFG Sale Agreement, and, to the knowledge of Lessor, there are no threatened actions, suits, proceedings or investigations with respect to any such environmental claims, nor any basis therefor. ▇▇▇▇▇▇ MAKES NO OTHER REPRESENTATION OR WARRANTY WHETHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE WM PROPERTY, INCLUDING BUT NOT LIMITED TO THE RNG SITE, OR THE PRESENCE, QUALITY OR QUANTITY OF LANDFILL GAS, AND LESSEE ACCEPTS THE RNG SITE, AND ALL OF ITS RIGHTS UNDER THIS AGREEMENT, ON AN AS-IS, WHERE-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AS TO THE COMPOSITION OF THE LANDFILL GAS.