Common use of 1Representations and Warranties Clause in Contracts

1Representations and Warranties. On the Effective Date and throughout the Term, each Party represents and warrants to the other Party that: 12.1. 1it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation; 12.1. 2it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; 12.1. 3the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; 12.1. 4this Agreement, and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject only to any Equitable Defenses; 12.1. 5it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; 12.1. 6there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; 12.1. 7no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 12.1. 8it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; 12.1. 9it has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in this Agreement;

1Representations and Warranties. (a) On the Effective Date and throughout the TermExecution Date, each Party represents and warrants to the other Party that: 12.1. 1it (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formationformation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; 12.1. 2it (ii) [except for receipt of CPUC Approval, in the case of Buyer, and]1 the Governmental Approvals necessary to install, operate and maintain the Project, it has all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement; 12.1. 3the (iii) it has full power and authority to carry on its business as now conducted and to enter into, and carry out its obligations under this Agreement, and the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any lawLaw, rule, regulation, order or the like applicable to it; 12.1. 4this Agreement(iv) execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any other Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; (v) this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; , subject only to any Equitable Defenses; 12.1. 5it (vi) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; 12.1. 6there (vii) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; 12.1. 7no (viii) no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 12.1. 8it (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); (x) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to make or take delivery of the Product as provided in this Agreement; and (xi) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party Buyer in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; 12.1. 9it has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in this Agreement;.

1Representations and Warranties. On Each party makes the Effective Date following representations and throughout the Term, each Party represents and warrants warranties to the other Party thatparty as of the date of this Agreement: 12.1. 1it (a) Such party is duly organized, validly existing existing, and in good standing under the Laws laws of the its jurisdiction of its formationincorporation or organization, as the case may be; 12.1. 2it (b) Such party has all regulatory authorizations necessary for it the requisite organizational power and authority to legally conduct its business as presently conducted and hereafter contemplated to be conducted and to execute, deliver and perform its obligations under this Agreement; 12.1(c) This Agreement has been duly executed and delivered by such party, and constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; (d) The execution and delivery of this Agreement by such party and the consummation of the transactions contemplated hereby do not and will not (i) conflict with the organizational documents of such party, (ii) conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any material agreement of such party; or (iii) constitute a violation of any material order, judgment or decree to which such party is bound. 3the No consent, approval, permit, waiver, authorization, notice or filing is required to be made or obtained in connection with the execution, delivery and performance by such party of this Agreement are within its powers, have been duly authorized Agreement; and (e) All information furnished by all necessary action and do not violate any such party in writing to the other for purposes of the terms and conditions or in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; 12.1. 4this Agreement, and each other document executed and delivered in accordance connection with this Agreement constitutes its legally valid is true and binding obligation enforceable against it correct in accordance with its terms; subject only all material respects and no such information omits to any Equitable Defenses; 12.1state a material fact necessary to make the information so furnished not misleading. 5it Except as disclosed to the other party, there is not Bankrupt and there are no proceedings fact known to such party (including threatened or pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; 12.1. 6there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings litigation) that could materially and adversely affect its ability to perform its obligations under this Agreement; 12.1the financial condition, business, property, or prospects of such party. 7no Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; 12.1. 8it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; 12.1. 9it has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in this Agreement;ARTICLE 12INDEMNIFICATION