Common use of Accuracy of Descriptions and Exhibits Clause in Contracts

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pre- Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2015 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesMandatory Convertible Preferred Stock,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “Description of Debt SecuritiesCommon Stock,” “Description of NotesPreferred Stock,” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders of Common Stock” and “Risk Factors – The cost of compliance with various government regulations may negatively affect our business” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31June 3, 2018 2008 under the captions “Business—Regulatory Matters,” “Business—Environmental MattersGovernment Regulation” and “Legal Proceedings,” insofar as they purport and the information in the Registration Statement under Item 15, in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules and regulationsor legal conclusions, legal and governmental proceedings and contracts and other documents is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and caption “Material U.S. United States Federal Income Tax ConsiderationsConsiderations for Non-US Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the captions “Business—Gas Utility—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s articles of such statutesincorporation or bylaws or any other instruments or agreements, rules summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description captions”Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax ConsiderationsSecurities We Are Offering” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2011 under the captions “Business—Regulatory MattersBusiness and Properties,” “Business—Environmental MattersRisk Factors,” and “Legal Proceedings,” insofar as they purport and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2019 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesOrganizational Structure,” “Description of NotesCapital Stock,” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders,” and the information in the Company’s Annual Report on Form 10-K for Registration Statement under Items 14 and 15, in each case to the fiscal year ended December 31extent that it constitutes matters of law, 2018 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of legal matters, summaries of provisions of the terms of statutesCarvana Parties’ charter, rules bylaws or regulations, legal or governmental proceedings or contracts and other organizational documents, constitute accurate as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the terms Registration Statement, the General Disclosure Package and the Prospectus of such statutes, rules and regulations, legal and governmental proceedings and contracts and any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Disclosure Package and the Final Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax ConsiderationsDescription of Debt Securities We May Offer” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2008 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and caption “Legal Proceedings,” insofar as they purport to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or by-laws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the Disclosure Package and regulations, legal and governmental proceedings and contracts and other documents the Final Prospectus of any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or Disclosure Package, the Final Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2015 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesCapital Stock,” “Description of Notes” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and “Underwriting; Conflicts of Interest,” the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2012 under the captions caption “Business—Regulatory MattersBusiness- Canadian Hazardous Waste Regulation,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport and “the information in each of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013, under the caption “Legal Proceedings,” and the information in the Registration Statement under Item 15, in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2017 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material U.S. Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCommon Stock” and “Material U.S. Federal Income Tax ConsiderationsCertain Provisions of Delaware Law and of the Company’s Certificate of Incorporation and Bylaws,” the information in the Registration Statement under Item 15, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2016 under the captions “Business—Regulatory Matters— Governmental Regulation,” “Business—Environmental MattersIntellectual Property,” “Business—Collaborations, Commercial and License Agreements,” “Risk Factors” and “Legal ProceedingsManagement’s Discussion and Analysis of Financial Condition and Results of Operations,” insofar as they purport in each case to constitute the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of statuteslegal proceedings, rules or regulationslegal conclusions, are accurate and fair summaries of such legal or governmental matters, documents, instruments, agreements, proceedings or contracts conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other documents, constitute Company Documents are accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement which have not been so described and filed as requiredrequired by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesNotes,” “Description of NotesDebt Securities” and “Material Certain U.S. Federal Income Tax ConsiderationsConsequences” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2013 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material Certain U.S. Federal Income and Estate Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2014 under the captions caption “Business—Regulatory Matters,Federal Regulation of the Television Broadcast Industry” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Prospectus, the General Disclosure Package or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of Debt Securities,” “Description of NotesCapital Stock” and “Material Certain U.S. Federal Income Tax ConsiderationsConsequences to Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2016 under the captions caption “Business—Regulatory Matters,Federal Regulation of the Television Broadcast Industry” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Prospectus, the General Disclosure Package or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description Organizational Structure,” “Management’s Discussion and Analysis of Debt SecuritiesFinancial Condition and Results of Operations—Liquidity and Capital Resources,” “Business—Regulation,” “Business—Legal and Regulatory Proceedings,” “Business—Intellectual Property,” “Certain Relationships and Related Party Transactions,” “Shares Eligible for Future Sale,” “Description of NotesCertain Indebtedness,” and “Material U.S. Federal Income Tax ConsiderationsDescription of Capital Stock” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31charter or bylaws or any other instruments or agreements discussed therein, 2018 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of legal proceedings discussed therein, or legal conclusions, is correct in all material respects; all descriptions in the terms Registration Statement, the General Disclosure Package and the Prospectus of statutes, rules or regulations, legal or governmental proceedings or contracts and any other documents, constitute Company Documents are accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, similar agreements or documents required to be described or referred to disclosed in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which to the Registration Statement, in each case, by the 1933 Act or the 1933 Act Regulations, that have not been so described and filed disclosed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesCommon Stock,” “Description of Notes” and “Material U.S. Certain United States Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2021 under the captions “Business—Regulatory MattersRegulation and Rates,” “BusinessRisk Factors—Environmental MattersLegal, Regulatory and Legislative Risks—Regulatory Risk,” and “Legal Proceedings,” insofar as they purport and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesNotes,” “Description of NotesCertain Other Indebtedness,” “Description of Convertible Note Hedge and Warrant Transactions,” “Description of Capital Stock” and “Material U.S. Federal Income Tax Considerations,” and in each case to the information in extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31Organizational Documents or any other instruments or agreements, 2018 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the terms Registration Statement, the General Disclosure Package and the Prospectus of statutes, rules or regulations, legal or governmental proceedings or contracts and any other documents, constitute Company Documents are accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2016 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and “Legal Proceedings,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesCommon Stock,” “Description of Notes” and “Material U.S. Certain United States Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2015 under the captions “Business—Regulatory Matters-Regulation and Rates,” “Business—Environmental MattersRisk Factors-Risks Related to our Business Generally-Regulatory Risk,” and “Legal Proceedings,” insofar as they purport and “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources,” in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Debt SecuritiesCommon Stock,” “Description of Notes” and “Material U.S. Certain United States Federal Income Tax ConsiderationsConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under the captions “Business—Regulatory MattersRegulation and Rates,” “BusinessRisk Factors—Environmental MattersRisks Related to our Business Generally—Regulatory Risk,” and “Legal Proceedings,” insofar as they purport and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” in each case to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or bylaws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and regulations, legal and governmental proceedings and contracts and the Prospectus of any other documents Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Disclosure Package and the Final Prospectus under the captions “Description of Debt Securities,” “Description of Notes” and “Material U.S. Federal Income Tax ConsiderationsDescription of Debt Securities We May Offer” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2012 under the captions “Business—Regulatory Matters,” “Business—Environmental Matters” and caption “Legal Proceedings,” insofar as they purport to constitute the extent that it constitutes matters of law, summaries of the terms of statuteslegal matters, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of provisions of the terms Company’s charter or by-laws or any other instruments or agreements, summaries of such statuteslegal proceedings, rules or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the Disclosure Package and regulations, legal and governmental proceedings and contracts and other documents the Final Prospectus of any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or Disclosure Package, the Final Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.