Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content or End Users’ use of Your Content or the Service Offerings will violate the Acceptable Use Policy.
Adequate Rights. (i) It has obtained and will retain, at its sole expense, any and all necessary rights, licenses, consents and approvals from governmental authorities and third parties to perform its obligations under any Service Module to which it is a signatory and to enter into any Service Module, including the right to grant the other Party any rights granted under a Service Module; and
Adequate Rights. Assuming the representations and warranties of the Owner Lessor set forth in SECTION 3.2(d), the OM Company and the Owner Manager set forth in SECTION 3.3(d), and of the Owner Participant set forth in SECTION 3.4(d) are true, based upon Requirements of Law in effect on the Closing Date and upon Homer City's reasonable expectations, and, in the case of such actions after the Facility Lease Term, subject to the Owner Lessor obtaining any necessary Governmental Approvals (which Homer City reasonably believes are obtainable by the Owner Lessor in the ordinary course other than those Governmental Approvals the failure to maintain or obtain which could not reasonably be expected to have a material adverse effect on the Owner Lessor's ability, on a commercially practicable basis, to have the rights and take the actions set forth in clauses (i) through (v) below), the rights and interests made available to the Owner Lessor pursuant to the Transaction Documents and the rights contemplated by the Facility Lease to be made available under the Transaction Documents are sufficient to permit the following actions by the Facility Lessee during the Facility Lease Term and by the Owner Lessor or any such permitted transferee following the expiration or termination of the Facility Lease until the end of the expected economic useful life of the Facility as set forth in the Closing Date Appraisal: (i) the occupation, interconnection, maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the construction, use, operation, possession, maintenance, replacement, repair and renewal of all modifications, additions, improvements, replacements and substitutions of and to the Facility, (iv) appropriate ingress to and egress from the Facility and the Facility Site for any reasonable purpose in connection with the exercise of rights under the Ownership and Operation Agreement and such Person's interest in the Facility and (v) transmission of the electric energy and ancillary services provided by the Facility to a point of interconnection to the relevant electricity grid for each of the markets controlled by the Pennsylvania, New Jersey and Maryland Independent System Operator and the New York Independent System Operator or any successor organizations.
Adequate Rights. (i) AEE 2 is able to obtain all materials, supplies and services, including, but not limited to, all natural gas, electrical, telephone, water, sanitary waste disposal, ash disposal, rail, coal supply, septic or water treatment system or services and all other utility services necessary for the present use, operation and maintenance of the Additional Facilities (which to the Actual Knowledge of AEE 2 and the AEE 2 Entities, all such services are currently available and are connected under valid permits and in working order, an all material respects) so as to permit on a commercially practicable basis (1) the occupation, maintenance and repair of the Additional Facilities, (2) the use, operation, leasing and possession of the Additional Facilities, (3) the use, operation, leasing, possession, maintenance, replacement, renewal and repair of all alterations, modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, (4) appropriate ingress to and egress from the Additional Facilities for any reasonable purpose in connection with the exercise of rights under AEE 2's interest in the Additional Facilities, including, without limitation, access to dedicated public roads and to the Actual Knowledge of AEE and the AEE 2 Entities, all other material roads, easements, servitude, rights-of-way and other rights of ingress and egress as are necessary for the present operation, maintenance and use of the Additional Facilities, (5) the procurement of other rights and services necessary or appropriate to utilize the Additional Facilities in a commercial manner, (6) transmission services from the Additional Facilities sufficient to enable AEE 2 to sell the output of the Additional Facilities, and (7) the operation of the Additional Facilities as independent units.
Adequate Rights. Total and its Subsidiaries own or possess, in all material respects, adequate licenses or other valid rights to use (in each case, free and clear of any Liens), all Intellectual Property used or held for use in connection with the business of Total and its Subsidiaries as currently conducted or as contemplated to be conducted, in each case except for such failures that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Total.
Adequate Rights. (i) Subject to the Owner Lessor's obtaining any necessary Governmental Approvals and fulfilling all applicable requirements under the Project Documents, it is the good faith belief of the Lessee as of the Closing Date that the rights and interest to be made available to the Owner Lessor pursuant to the Operative Documents permit, or will permit at such time, during the period commencing on the expiration or termination of the Project Lease Term and ending on the expiration of the Head Lease Term (A) the location, occupation, interconnection, maintenance and repair of the Project, (B) the use, operation and possession of the Project in accordance with the Projections, (C) appropriate ingress to and egress from the Project and the Project Site for any reasonable purpose in connection with the exercise of rights under the Operative Documents and (D) the transmission of electricity from the Project substantially in the manner currently transmitted as of the Closing Date; provided, however, that this representation is based solely upon the facts as they exist on the Closing Date and Applicable Laws in effect on the Closing Date and existing market conditions, and no representation, projection or other statement is being made in this paragraph with respect to any change in law or regulations including Environmental Laws (whether or not proposed or contemplated), any change in market conditions, any other change in facts or circumstances after the Closing Date; or any modification, improvement or change to the Project or the Project Site after the expiration of the Project Lease Term.
Adequate Rights. Based upon the Lessee's reasonable expectations and subject to Governmental Rules, the rights and interests made available to the Grantor Trustee pursuant to the Agency and Support Agreement, to the extent such rights and interests are to be made available to the Grantor Trustee or its permitted transferees, together with the rights to be made available under the Operating Agreement, permit the Grantor Trustee or its permitted transferee to use (as distinguished from possessing) the Production System (either directly or through the exercise of rights under the Operating Agreement) on a commercially practicable basis and to earn a market fee for any hydrocarbons from interests in the Blocks (as defined in the Agency and Support Agreement) owned by the Lessee or its Affiliates and processed by the Production System during the period following the expiration or earlier termination of the Lease and the taking of possession of the Undivided Interest in the exercise of remedies under Section 16 of the Lease, as the case may be.