Common use of Accuracy of Descriptions Clause in Contracts

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Description of the Series A Preferred Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred Stock, and under the captions “Prospectus Summary”, “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Material U.S. Federal Income Tax Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiary, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Description of the Series A Preferred StockNotes,” insofar as it purports to constitute a summary of the terms of the Series A Preferred StockSecurities, and under the captions “Prospectus Summary”, “The Offering,” caption “Risk Factors,” and under the caption “Description of Our Capital Stock,” “Material Certain U.S. Federal Income Tax Considerations,” and “Underwriting,U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiarySubsidiary, as applicable, enforceable against the Company or such subsidiarySubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus under the caption heading “Description Business” as they related to the projects owned by XXXX in which the Partnership has a right of first offer under the Series A Preferred Stock,” insofar Right of First Offer Agreement, dated as it purports to constitute a summary of July 1, 2014, by and among the terms of the Series A Preferred StockPartnership, NEE Operating LP and XXXX, and under the captions headings “Prospectus Summary”, “The OfferingBusiness-Regulation,” “Risk FactorsBusiness-Environmental Matters,” “Description of Our Capital Stock,” “Material U.S. Federal Income Tax Considerations,Legal Proceedings” and “Underwriting,Certain Relationships and Related Transactions, and Director Independence” insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, contracts power purchase agreements and other documentsinterconnection agreements, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its subsidiaries the Partnership Entities and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiaryeach Partnership Entity, as applicable, enforceable against the Company or such subsidiary, as applicablePartnership Entity, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, none of the Company with respect Partnership Entities has sent or received any notice indicating the termination of or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its businessRegistration Statement, and no material deviation from such guidelines which would, individually or policies is currently contemplatedin the aggregate, reasonably be expected to have a Material Adverse Effect.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package Statement and the Prospectus under the caption “Description of the Series A Preferred Capital Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred Common Stock, and under the captions “Prospectus Summary”, “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws,” “Description of the Operating Agreement of our Operating Partnership,” and “Material U.S. Federal Income Tax Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package Statement and the Prospectus are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiarysubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The General Disclosure Package Company’s operating policies, investment guidelines and other policies described in the Registration Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Description of the Series A D Preferred Stock,” insofar as it purports to constitute a summary of the terms of the Series A D Preferred Stock, and under the captions “Prospectus Supplement Summary”, ,” “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Material Certain U.S. Federal Income Tax Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiary, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The General Disclosure Package and Prospectus accurately reflect reflect, in all material respects respects, the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated. There are no statutes or regulations that are required to be described in the Registration Statement, in the General Disclosure Package and in the Prospectus or required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations that have not been so described or filed.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package Statement and the Prospectus under the caption “Description of the Series A Preferred Capital Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred Common Stock, and under the captions “Prospectus Summary”, “The Offering,” “Risk FactorsFactors – Risks Related to Regulation,” “Description of Our Capital Stock,” “Certain Provisions of Maryland Law and our Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Material U.S. Federal Income Tax Considerations,” and “UnderwritingERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package Statement and the Prospectus are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiarysubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The General Disclosure Package Company’s operating policies, investment guidelines and other policies described in the Registration Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including, in each case, the documents incorporated by reference therein) under the caption captions “Description of the Series A Preferred StockNotes,” insofar as it purports to constitute a summary of the terms of the Series A Preferred StockSecurities, and under the captions “Prospectus Summary”, “The Offering,” caption “Risk Factors,” and under the caption “Description of Our Capital Stock,” “Material Certain U.S. Federal Income Tax Considerations,” and “Underwriting,U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiarySubsidiary, as applicable, enforceable against the Company or such subsidiarySubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made under the heading “Business—Regulatory Matters” in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the General Disclosure Package and the Prospectus Commission on February 27, 2015, under the caption heading “Description of Certain Relationships and Related Person Transactions” in the Series A Preferred Stock,” insofar as it purports to constitute a summary of Company’s Definitive Proxy Statement on Schedule 14A filed with the terms of the Series A Preferred StockCommission on March 26, 2015, and under Item 1.01 in the captions “Prospectus Summary”Company’s Current Report on Form 8-K, “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Material U.S. Federal Income Tax Considerations,” and “Underwriting,” filed with the Commission on May 15, 2015, insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts and other documentsfor differences, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiarysubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, neither the Company nor NRG have sent or received any notice indicating the termination of or intention to terminate any of the Company with respect contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its business, and no material deviation from such guidelines or policies is currently contemplatedRegistration Statement.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Description of the Series A D Preferred Stock,” insofar as it purports to constitute a summary of the terms of the Series A D Preferred Stock, and under the captions “Prospectus Supplement Summary”, “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Material Certain U.S. Federal Income Tax Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiary, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The General Disclosure Package and Prospectus accurately reflect reflect, in all material respects respects, the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated. There are no statutes or regulations that are required to be described in the Registration Statement, in the General Disclosure Package and in the Prospectus or required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations that have not been so described or filed.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Description of the Series A Preferred Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred Stock, and under the captions “Prospectus Supplement Summary”, ,” “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Material U.S. Federal Income Tax Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiary, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The General Disclosure Package and Prospectus accurately reflect reflect, in all material respects respects, the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated. There are no statutes or regulations that are required to be described in the Registration Statement, in the General Disclosure Package and in the Prospectus or required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations that have not been so described or filed.

Accuracy of Descriptions. The statements made under the heading “Business—Regulatory Matters” in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the General Disclosure Package and the Prospectus under the caption “Description of the Series A Preferred Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred StockCommission on February 28, and under the captions “Prospectus Summary”, “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Material U.S. Federal Income Tax Considerations,” 2014 and “Underwriting,Certain Relationships and Related Party Transactions” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 26, 2014 insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts and other documentsfor differences, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the 1933 Act, are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiarysubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, neither the Company nor NRG have sent or received any notice indicating the termination of or intention to terminate any of the Company with respect contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its business, and no material deviation from such guidelines or policies is currently contemplatedRegistration Statement.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Description of the Series A Preferred Capital Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred StockShares, and under the captions “Prospectus Summary”, “The Offering—Federal Income Tax Status,” “Risk FactorsManagement Compensation,” “Description of Our Capital StockCertain Relationships and Related Party Transactions,” “Material Certain Provisions of Maryland Law and Our Charter and Bylaws,” “Shares Available for Future Sale,” “U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All material agreements between the Company or any of its subsidiaries Subsidiaries and any other party expressly referenced in that are included as an exhibit to the Registration Statement, Statement pursuant to Item 601(b)(10) of Regulation S-K of the General Disclosure Package and the Prospectus Securities Act are legal, valid and binding obligations of the Company or such subsidiarySubsidiary, as applicable, enforceable against the Company or such subsidiarySubsidiaries, as applicable, as appropriate, in all material respects, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such lawEnforceability Exceptions. The General Disclosure Package Company’s operating policies and investment guidelines described in the Registration Statement, Time of Sale Prospectus and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made under the heading “Business—Regulatory Matters” in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the General Disclosure Package and Commission on February 28, 2019, as amended by the Prospectus under the caption “Description of the Series report on Form 10-K/A Preferred Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred Stockfiled on March 29, 2019, and under the captions heading “Prospectus Summary”Certain Relationships and Related Person Transactions” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 19, “The Offering,” “Risk Factors,” “Description of Our Capital Stock,” “Material U.S. Federal Income Tax Considerations,” and “Underwriting,” 2019, insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts and other documentsfor differences, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respectsrespects as of the date of such filings. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiarysubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, neither the Company nor Clearway LLC have sent or received any notice indicating the termination of or intention to terminate any of the Company with respect contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its business, and no material deviation from such guidelines or policies is currently contemplatedRegistration Statement.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus under the caption headings “Description of the Series A Preferred Stock,” insofar as it purports to constitute a summary of the terms of the Series A Preferred Stock, and under the captions “Prospectus Summary”, “The OfferingBusiness—Our Operations,” “Risk FactorsBusiness—Regulatory Matters,” “Description of Our Capital Stock,” “Material U.S. Federal Income Tax Considerations,Business—Legal Proceedings” and “Underwriting,Certain Relationships and Related Party Transactions” insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts and other documentsfor differences, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such subsidiarysubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, neither the Company nor NRG have sent or received any notice indicating the termination of or intention to terminate any of the Company with respect contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its business, and no material deviation from such guidelines or policies is currently contemplatedRegistration Statement.