Common use of Personal and Real Property Clause in Contracts

Personal and Real Property. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all Liens, other than Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party thereto, is in default under any Real Property Lease, and no event has occurred which, with the giving of notice or passage of time, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Property.

Personal and Real Property. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, to all of its tangible assets, free and clear of all Liens, personal property (other than Permitted Liensleased or licensed personal property), and such personal property is not subject to any Lien except as set forth on Schedule 4.5(a). All leases and licensing agreements for personal property (“Personalty Leases”) leased or licensed by Company are valid and in full force and effect and are listed on Schedule 4.5(a). Company has performed all obligations required to be performed by them under such Personalty Leases and no event or condition exists which constitutes or, with the giving of notice or the passage of time or both, would constitute a default by Company as lessee or licensee under such leases. (b) Neither Schedule 4.5(b) sets forth a list of all real property leased by the Company nor any (the “Real Property”). Company has valid title to all of its Subsidiaries owns owned Real Property. The present use of the Real Property is permitted and constitutes a conforming structure under applicable zoning and building laws and ordinances. There are no pending or, to the Knowledge of the Seller or the Company, threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Real Property. No variance, special permit, special exception or other approval is required under local zoning and planning laws from any real property. SECTION 3.15(b) Governmental Authority to operate the business of the Company Disclosure Schedule sets forth a true as it is currently being conducted at the Real Property. The buildings, structures, fixtures and complete list equipment in or on the Real Property have been reasonably maintained consistent with standards generally followed in the industry. (c) Each of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any leases of its Subsidiaries leases (as lessee) or occupies real property Real Property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed leased to the Company or any of its Subsidiaries. All Real Property Leases are is valid and in full force and effect, and neither the . Company nor any of its Subsidiaries, nor has performed all obligations required to the Knowledge of the Company, any other party thereto, is in default be performed by it under any such Real Property LeaseLeases, and no event has occurred whichor condition exists which constitutes or, with the giving of notice or passage of timetime or both, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. as lessee under such Real Property Leases. (d) The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any made available to Buyer true and correct copies of the Leased Personalty Leases and Real PropertyProperty Leases and any amendments thereto. Buyer and Seller will enter a sublease of the Real Property Lease that creates a pass-through of all required performances under said Real Property Lease.

Personal and Real Property. (a) The Except for such exceptions that, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, personal property, fixtures, equipment (and components thereof) and structures used or leased by the Company or any of its Subsidiaries in connection with the conduct of the Company’s business, as conducted on the date of this Agreement, free and clear of all Liens, other than Permitted Liens, and all such personal property and assets, fixtures, equipment (and components thereof) and structures are in good operating condition and repair in all material respects, subject to normal wear and tear. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(bSection 3.14(b) of the Company Disclosure Schedule Letter sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which real property owned by the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Owned Real Property LeasesProperty”; the ) and all material property covered leased by the Real Property Leases is referred to herein as Company or any of its Subsidiaries involving the payment of rental obligations for an amount in excess of $250,000 per year, except for leases with a remaining term of less than one year from the date of this Agreement (the “Leased Real Property”). The Except for such exceptions that, individually or in the aggregate, are not, and would not reasonably be expect to be, material to the Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicableits Subsidiaries, taken as a whole, each of the Company and its Subsidiaries (i) has a valid good and subsisting marketable title in fee simple to all Owned Real Property and (ii) has good and marketable leasehold interest in title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To Except for such exceptions that, individually or in the Knowledge aggregate, are not, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, no parcel of the Company, (i) no Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing to the Company or any of its Subsidiaries. All leases of Leased Real Property Leases and all amendments and modifications thereto are in full force and effect, and neither there exists no default under any such lease by the Company nor Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any other party thereto, except, in each case, as, individually or in the aggregate, is in default under any Real Property Leasenot, and no event has occurred whichwould not reasonably be expected to be, with the giving of notice or passage of time, would constitute such a default by material to the Company or and its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Propertytaken as a whole.

Personal and Real Property. (a) Other than as described in Schedule 3.05(a), the Project Company owns no real property. (b) Schedule 3.05(b)(i) sets forth all Leases of the Project Company (collectively, the “Project Company Leases”), and includes (i) the title of each Project Company Lease, (ii) the original parties to each Project Company Lease, and (iii) all amendments with respect to each Project Company Lease. The interests of the Project Company in all Project Company Leases set forth in Schedule 3.05(b)(i) are, as of the Closing Date, insured under the RSW Title Policy. (c) Except for Permitted Liens, the Project Company has (x) good and marketable title to or one valid leasehold interest in all Acquired Entity Real Property subject to the terms and conditions of its Subsidiaries has the Project Company Leases and (y) good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible personal property and assets, free and clear of all Liens; provided, other than Permitted Lienshowever, that with respect to this representation given as of the Original PSA Date, the Rattlesnake Project remains under construction and inchoate mechanics’ liens exist which will be removed as a Lien prior to the Closing Date. (bd) Neither With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company nor any of its Subsidiaries owns any real property. SECTION 3.15(b) Leases, the Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions of the Project Company Disclosure Schedule sets forth a true Lease, servitude or superficies and complete list subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all leasesProject Company Leases. All rents, subleasesroyalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, licenses payments or other assessments are due and occupancy agreements, together owing with all amendments and supplements thereto, under which the Company or respect to any of its Subsidiaries leases (as lessee) or occupies real property (the “Acquired Entity Real Property Leases”; the property covered owned by the Real Property Leases is referred to herein Project Company. (e) Except as the “Leased Real Property”set forth in Schedule 3.05(e). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Project Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, Leases (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemnedhas been duly authorized, expropriated or otherwise taken executed and delivered by any public authority with or without payment of compensation thereforthe Project Company and, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the CompanySeller, any other party thereto; (ii) constitutes a valid and binding obligation of the Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the Project Company and, to the Knowledge of Seller, any other party thereto in default under any Real Property Lease, accordance with its terms and no event has occurred which, with (iii) is the giving complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of notice the Seller or passage of time, would constitute such a default by the Company or its SubsidiariesProject Company, or to the Knowledge of the CompanySeller’s Knowledge, any other party theretothereto (x) is in breach of or default under a Project Company Lease, (y) has received any written notice of default, termination or suspension of any Project Company Lease, and to the Knowledge of Seller no action is being taken by any Person to terminate or suspend any Project Company Lease. The Project Company has not received any notice, order or proposal which would adversely affect Leases represent the value or use or enjoyment of any of only agreements with respect to the Leased Project Company Real Property. (f) With respect to the Rattlesnake Project, the materials, equipment, the Acquired Entity Real Property and the Project Company Leases are all collectively sufficient to enable the Rattlesnake Project to be located, operated and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance of the Rattlesnake Project under the relevant Project Company Leases. (g) The equipment and other tangible personal property owned or leased by the Acquired Entities is (i) reasonably adequate for the conduct of the business of the Acquired Entities as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g), no asset of any Acquired Entity is subject to any right of first refusal, duty of first offer, purchase option or any similar right.

Personal and Real Property. (a) The Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all Liens, other than Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(bSection 3.14(b) of the Company Disclosure Schedule Letter sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which real property owned by the Company or any of its Subsidiaries leases (as lessee) or occupies real property (together with all buildings, structures and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, the “Owned Real Property LeasesProperty”; the ) and all property covered leased, subleased or otherwise used or occupied by right by the Real Property Leases is referred to herein as Company or any of its Subsidiaries (the “Leased Real Property”). The Company Except as, individually or in the aggregate, has made available not had and would not reasonably be expect to Parent true and complete copies of each of the Real Property Leases. As applicablehave a Material Adverse Effect, each of the Company and its Subsidiaries (i) has a valid good and subsisting marketable title in fee simple to all Owned Real Property and (ii) has good and marketable leasehold interest in title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To Except as, individually or in the Knowledge aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, no parcel of the Company, (i) no Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither there exists no default under any such Lease by the Company nor Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any other party thereto, is except, in default under any each case, as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Owned and Leased Real Property Lease, are in good condition and no event has occurred which, with repair and sufficient for the giving operation of notice or passage the business of time, would constitute such a default by the Company or its SubsidiariesSubsidiaries as currently operated thereon, except, in each case, as, individually or to in the Knowledge of the Companyaggregate, any other party thereto. The Company has not received any notice, order or proposal which had and would adversely affect the value or use or enjoyment of any of the Leased Real Propertynot reasonably be expected to have a Material Adverse Effect.

Personal and Real Property. (a) The Except as set forth in Section 3.14(a) of the Company Disclosure Letter, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its material tangible assets, free and clear of all Liens, other than Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(bSection 3.14(b) of the Company Disclosure Schedule Letter sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party thereto, is in default under any Real Property Lease, and no event has occurred which, with the giving of notice or passage of time, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Property.

Personal and Real Property. (a) Other than as described in Schedule 3.05(a), the Project Companies own no real property. (b) Schedule 3.05(b)(i) sets forth all Leases of the Project Companies (collectively, the “Project Company Leases”), and includes (i) the title of each Project Company Lease, (ii) the original parties to each Project Company Lease, and (iii) all amendments with respect to each Project Company Lease. The interests of the Project Companies in all Project Company Leases set forth in Schedule 3.05(b)(i) are insured under the existing owner’s title insurance policy or one policies for the Project set forth on Schedule 3.05(b)(ii) (“Title Policies”). (c) Except for Permitted Liens, the Project Companies have (x) good and marketable title to or valid leasehold interest in all Acquired Entity Real Property subject to the terms and conditions of its Subsidiaries has the Project Company Leases and (y) good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible personal property and assets, free and clear of all Liens; provided, other than Permitted Lienshowever, that with respect to this representation given as of the Effective Date as applied to the Rattlesnake Project, the Prairie Breeze II Project and the Prairie Breeze III Project, respectively, such Projects remain under construction and inchoate mechanics’ liens exist which will be removed as a Lien prior to the Initial Closing Date (with respect to the Rattlesnake Project) and the Subsequent Closing Date (with respect to the Prairie Breeze II Project and the Prairie Breeze III Project). (bd) Neither With respect to the Acquired Entity Real Property it leases or on which it was granted servitudes or superficies pursuant to the Project Company nor any of its Subsidiaries owns any real property. SECTION 3.15(b) Leases, each Project Company has the right to, and does, enjoy peaceful and undisturbed nonexclusive possession under all Project Company Leases, servitudes or superficies under which it is leasing or occupying property in accordance with the terms and conditions of the relevant Project Company Disclosure Schedule sets forth a true Lease, servitude or superficies and complete list subject to the Permitted Liens. Seller has Made Available to Purchaser copies of all leasesProject Company Leases. All rents, subleasesroyalties and other payments under the Project Company Leases have been paid in full to the extent due. No fees, licenses payments or other assessments are due and occupancy agreements, together owing with all amendments and supplements thereto, under which the Company or respect to any of its Subsidiaries leases (as lessee) or occupies real property (the “Acquired Entity Real Property Leases”; the property covered owned by the Real Property Leases is referred to herein a Project Company. (e) Except as the “Leased Real Property”set forth in Schedule 3.05(e). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Project Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, Leases (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemnedhas been duly authorized, expropriated or otherwise taken executed and delivered by any public authority with or without payment of compensation thereforthe relevant Project Company and, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the CompanySeller, any other party thereto; (ii) constitutes a valid and binding obligation of the relevant Project Company and, to the Knowledge of Seller, any other party thereto and is enforceable against the relevant Project Company and, to the Knowledge of Seller, any other party thereto in default under any Real Property Lease, accordance with its terms and no event has occurred which, with (iii) is the giving complete agreement between the respective parties and unamended (other than as disclosed on Schedule 3.05(b)(i). None of notice the Seller or passage of time, would constitute such a default by the Company or its SubsidiariesProject Companies, or to the Knowledge of the CompanySeller’s Knowledge, any other party theretothereto (x) is in breach of or default under a Project Company Lease, (y) has received any written notice of default, termination or suspension of any Project Company Lease, and to the Knowledge of Seller no action is being taken by any Person to terminate or suspend any Project Company Lease. The Project Company has not received any notice, order or proposal which would adversely affect Leases represent the value or use or enjoyment of any of only agreements with respect to the Leased Project Company Real Property. (f) With respect to each Project (except for the Prairie Breeze II Project and the Prairie Breeze III Project) and as of the Subsequent Closing Date with respect to the Prairie Breeze II Project and the Prairie Breeze III Project, the materials, equipment, the Acquired Entity Real Property and the Project Company Leases are all collectively sufficient to enable each Project to be located, operated and maintained on their applicable Acquired Entity Real Property in accordance with and as contemplated by the Acquired Entity Contracts and the Project Company Leases and provide adequate ingress and egress for any reasonable purpose in connection with the operation and maintenance of each Project under the relevant Project Company Leases. (g) The equipment and other tangible personal property owned or leased by the Acquired Entities is (i) reasonably adequate for the conduct of the business of the Acquired Entities as currently conducted, and (ii) in good operating condition, regularly and properly maintained, subject to normal wear and tear and have been maintained in accordance with prudent industry practices in all material respects. Except as set forth in Schedule 3.05(g), no asset of any Acquired Entity is subject to any right of first refusal, duty of first offer, purchase option or any similar right.