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8.A. - Page 49 <br /> (d) This Agreement has been duly and validly executed and delivered by Seller and, as of <br /> the Effective Date, constitutes a legal, valid and binding obligation of Seller, <br /> enforceable in accordance with its terms against Seller, except to the extent that its <br /> enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium <br /> or other similar laws affecting the rights of creditors generally or by general principles <br /> of equity; <br /> (e) There are no actions, suits, proceedings or investigations pending or, to the <br /> knowledge of Seller,threatened in writing against Seller,at law or in equity before any <br /> Governmental Authority, which individually or in the aggregate are reasonably likely <br /> to have a materially adverse effect on the business, properties or assets or the <br /> condition, financial or otherwise, of Seller, or to result in any impairment of Seller's <br /> ability to perform its obligations under this Agreement; <br /> (f) Seller will deliver to Buyer at the Delivery Point the Delivered Energy free and clear of <br /> all liens, security interests, claims and encumbrances or any interest therein, or <br /> thereto, by any Person. <br /> (g) Prior to conveyance to Buyer, Seller holds and will hold throughout the Term, the <br /> rights to all Environmental Attributes, which it has conveyed and has committed to <br /> convey to Buyer hereunder; and <br /> (h) The execution, delivery and performance of this Agreement by Seller will not conflict <br /> with its governing documents, any applicable laws, or any covenant, agreement, <br /> understanding, decree or order to which Seller is a party or by which it is bound or <br /> affected. <br /> 11.2 Seller's Additional Representations,Warranties and Covenants <br /> (a) Seller warrants, represents and covenants that all of its operating and maintenance <br /> personnel shall be adequately qualified and trained throughout the term of this <br /> Agreement. <br /> (b) Seller shall conform to all requirements in Exhibits A and B of this Agreement and shall <br /> operate and maintain the Generating Facilities in accordance with Prudent Industry <br /> Practices. <br /> (c) Seller covenants to maintain and repair the Project Sites if such maintenance and <br /> repairs are necessary as a direct result of Sellers' authorized or permitted use, <br /> including without limitation, the repair of any roofs to the reasonable satisfaction of <br /> Buyer. <br /> 11.3 Buyer Representations and Warranties <br /> Buyer represents and warrants to Seller that as of the Effective Date of this Agreement: <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 41 of 55 <br />