Common use of Real Property Agreements Clause in Contracts

Real Property Agreements. (a) Schedule 3.13 sets forth all of the deeds, leases, subleases, easements, rights-of-way, setback agreements and other agreements, and any memoranda thereof (including the Leases, each a “Real Property Agreement”, and collectively, the “Real Property Agreements”) to which any Project Company is a party or which have been entered into by Seller or any of its Affiliates in connection with any Project. With respect to each Real Property Agreement listed on Schedule 3.13 and the rights and interests of each Project Company described therein (the “Real Property”), except as listed on Schedule 3.13: (1) a true, correct and complete copy of each Real Property Agreement has been delivered to Buyer; (2) each Real Property Agreement is in full force and effect, and is a legal, valid and binding agreement enforceable against the respective Project Company and, to Seller’s Knowledge, against each other party thereto; (3) following the consummation of the transactions contemplated hereby, each Real Property Agreement will continue to be in full force and effect on identical terms and will continue to be a legal, valid, binding agreement enforceable against each Project Company and, to Seller’s Knowledge, against any other party thereto; (4) no Project Company, nor, to the Knowledge of Seller, any other party to the Real Property Agreements, is in Default under any Real Property Agreements; (5) no party to the Real Property Agreements has repudiated any provision thereof; (6) there are no disputes, oral or written agreements, or, to the Knowledge of Seller, rights or claims asserted by third parties that are not the Buyer (other Permitted Encumbrances) with respect to the Real Property. (b) Except as listed in Schedule 3.13(b), the Real Property comprises all of the real property used in or necessary for the development and construction of the the respective Project, solely as the respective Project is intended to be developed and constructed pursuant to the documents delivered to Buyer as of the date of this Agreement, and no Project Company requires any easements or rights in real property other than the Real Property in order to interconnect the respective Project to the electric distribution system of the Utility.