Common use of Additional Representations and Warranties of Distribution Company Clause in Contracts

Additional Representations and Warranties of Distribution Company. The Distribution Company hereby represents and warrants to Owner that all of the statements in this Section 21.3 are true and correct as of the Execution Date (unless another date is expressly indicated) and will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Distribution Company is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Distribution Company, and Distribution Company has all requisite power and authority to conduct its business, own its properties and to execute, deliver and perform its obligations under this Agreement; (b) Distribution Company has all requisite corporate power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Distribution Company; (c) Assuming due authorization, execution and delivery by Owner, this Agreement constitutes Distribution Company’s legal, valid and binding obligation enforceable against Distribution Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Distribution Company or any of its Affiliates that could have a Material Adverse Effect on Distribution Company; (e) No event with respect to Distribution Company has occurred or is continuing that would constitute a Distribution Company Default, and no Distribution Company Default will occur as a result of Distribution Company entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Distribution Company does not and will not (i) violate any provisions of its certificate of incorporation or bylaws, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The Regulatory Approval constitutes the only action, Consent, notification, waiver, order or filing that is necessary with respect to the execution, delivery and performance of this Agreement by Distribution Company; and (h) Distribution Company is in compliance with all Applicable Laws, except such non-compliances as could not reasonably be expected to have a Material Adverse Effect on Distribution Company. Distribution Company has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Distribution Company. (i) Distribution Company has not taken and will not take any action (including providing support or information to any Affiliate of Distribution Company) to directly or indirectly oppose or prevent the achievement of any Governmental Approval, Third Party Consent, or other milestone or requirement set forth in this Agreement.

Additional Representations and Warranties of Distribution Company. The Distribution Company hereby represents and warrants to Owner that all of the statements in this Section 21.3 are true and correct as of the Execution Date (unless another date is expressly indicated) and will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Distribution Company is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Distribution Company, and Distribution Company has all requisite power and authority to conduct its business, own its properties and to execute, deliver and perform its obligations under this Agreement; (b) Distribution Company has all requisite corporate power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Distribution Company; (c) Assuming due authorization, execution and delivery by Owner, this Agreement constitutes Distribution Company’s legal, valid and binding obligation enforceable against Distribution Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Distribution Company or any of its Affiliates that could have a Material Adverse Effect on Distribution Company; (e) No event with respect to Distribution Company has occurred or is continuing that would constitute a Distribution Company Default, and no Distribution Company Default will occur as a result of Distribution Company entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Distribution Company does not and will not (i) violate any provisions of its certificate of incorporation or bylawsother governing documents, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The Regulatory Approval constitutes the only action, Consent, notification, waiver, order or filing that is necessary with respect to the execution, delivery and performance of this Agreement by Distribution Company; and (h) Distribution Company is in compliance with all Applicable Laws, except such non-compliances as could not reasonably be expected to have a Material Adverse Effect on Distribution Company. Distribution Company has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Distribution Company. (i) Distribution Company has not taken and will not take any action (including providing support or information to any Affiliate of Distribution Company) to directly or indirectly oppose or prevent the achievement of any Governmental Approval, Third Party Consent, or other milestone or requirement set forth in this Agreement.