Additional Seller Representations and Warranties. As of the Effective Date, Seller represents and warrants to SCE that: Seller ☐ is/ ☐ is not {SCE Note: select applicable option} an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE; and Seller has considered long-term risks to the Project associated with climate change. As of the Effective Date and throughout the Delivery Period, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any portion of the generating capacity of the Project to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE for any Showing Month of the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: Seller has good title to and is the sole owner of such Project Security; Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery Date. As of the Initial Delivery Date, Seller represents and warrants to SCE that the Project: was not installed or operational at any time before the Effective Date; and has a remaining design life of at least [#] years after the Initial Delivery Date as attested by an Independent Engineer; {SCE Note: design life should extend at least until end of Delivery Period, or longer based on accounting considerations.} [SCE acknowledges and agrees that, subject to the terms and conditions set forth in this Agreement, (i) Seller has represented to SCE that the Shared Facilities are, or will or may be, subject to sharing and common ownership and use arrangements between Seller and the Other Seller(s), and (ii) all such arrangements, including any and all related rights, liabilities, and obligations and financings (including any pledge or collateral assignments in connection with such arrangements) shall be permitted by, and are not in conflict with, and do not give rise to any default under, this Agreement.] {SCE Note: Language applicable to projects that utilize Shared Facilities.} Seller also makes the additional representations and warranties set forth in Section 9.02 of Attachment 1.
Appears in 1 contract
Samples: Renewable Power Purchase Agreement
Additional Seller Representations and Warranties. As of the Effective Date, Seller represents and warrants to SCE that: Seller ☐ is/ ☐ is not {SCE Note: select applicable option} an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE; and Seller has considered long-term risks to the Project associated with climate change. As of the Effective Date and throughout the Delivery Period, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any portion of the generating capacity of the Project to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE for any Showing Month of during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: Seller has good title to and is the sole owner of such Project Security; Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. As of the Effective Date, Seller represents and warrants to SCE that it has not received notice from or been advised by any existing or potential supplier or service provider that the disease designated COVID-19 or the related virus designated SARS-CoV-2 have caused, or are reasonably likely to cause, a delay in the construction of the Project or the delivery of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery Date. As of the Initial Delivery Date, Seller represents and warrants to SCE that the Project: was not installed or operational at any time before the Effective Date; and has a remaining design life of at least [#] years after the Initial Delivery Date as attested by an Independent Engineer; {SCE Note: design life should extend at least until end of Delivery Period, or longer based on accounting considerations.} [SCE acknowledges and agrees that, subject to the terms and conditions set forth in this Agreement, (i) Seller has represented to SCE that the Shared Facilities are, or will or may be, subject to sharing and common ownership and use arrangements between Seller and the Other Seller(s), and (ii) all such arrangements, including any and all related rights, liabilities, and obligations and financings (including any pledge or collateral assignments in connection with such arrangements) shall be permitted by, and are not in conflict with, and do not give rise to any default under, this Agreement.] {SCE Note: Language applicable to projects that utilize Shared Facilities.} Seller also makes the additional representations and warranties set forth in Section 9.02 of Attachment 1.
Appears in 1 contract
Samples: Renewable Power Purchase Agreement
Additional Seller Representations and Warranties. As of the Effective Date, Seller represents and warrants warrants, to SCE that: Seller ☐ is/ ☐ is not {SCE Note: select applicable option} an entity formed solely to engage in the development, construction and operation that no part of the Project was installed or operational at any time before January 1, 2010 as provided in the CPUC Decision 00-00-000 (a “Special Purpose EntityNew Resource”); Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE; and Seller has considered long-term risks to the Project associated with climate change. As of the Effective Date and throughout the Delivery Period, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any portion of the generating capacity of the Project to meet the RA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE for any Showing Month of the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE. On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: Seller has good title to and is the sole owner of such Project Security, and the execution, delivery and performance of the covenants and agreements of this Agreement do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including the Project Security, other than the security interests and liens created under this Agreement; Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. As of the Effective Date, Seller represents and warrants to SCE that it Seller has not received notice from used, granted, pledged, assigned, sold or been advised by otherwise committed any existing or potential supplier or service provider that Product to meet the disease designated COVID-19 or the related virus designated SARS-CoV-2 have causedRA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are reasonably likely conferred on another entity pursuant to cause, a delay in the construction an order of the Project CPUC or at the delivery direction of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery DateSCE. As of the Initial Delivery Date, Seller represents and warrants to SCE that Seller has provided to SCE a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s), in addition to the Product delivered to SCE under this Agreement. Seller’s Covenants. Seller shall own and operate the Project: was not installed or operational at any time before the Effective Date; . Seller shall maintain ownership of and has a remaining design life of at least [#] years after the Initial Delivery Date as attested by an Independent Engineer; {SCE Note: design life should extend at least until end of Delivery Period, or longer based on accounting considerations.} [SCE acknowledges and agrees that, subject demonstrable exclusive rights to the terms Project throughout the Term. Seller shall deliver to SCE the Product free and conditions set forth clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person. Seller shall obtain, maintain and remain in compliance with all Permits, agreements (including interconnection agreements) and rights (including transmission rights) necessary to operate the Project and provide the Product to SCE in accordance with this Agreement. Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of [XX] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall maintain the Project as fully deliverable for the purposes of counting the Product, in an amount equal to the Contract Capacity, towards RA Compliance Obligations. Seller shall (i) Seller has represented provide all information needed for the Product to SCE that be shown on Supply Plans and RA Compliance Showings and to be used to satisfy RA Compliance Obligations, including providing information with respect to the Shared Facilities are, or will or may be, subject amount of Flexible Capacity and Inflexible Capacity available to sharing be included in any applicable Supply Plan and common ownership and use arrangements between Seller and the Other Seller(s), RA Compliance Showing and (ii) all provide any information requested by SCE related to the Project that is required to be provided to the CAISO or CPUC in order for SCE to comply with Applicable Laws. Seller shall obtain Site Control by the date specified therefor in the Critical Path Development Milestone Schedule. If Seller agrees to use the Storage Unit(s) to provide any services to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall inform SCE regarding such arrangementsadditional services in writing prior to providing such additional services. Upon SCE’s request, Seller shall provide SCE with an update regarding any previously reported additional services or any new additional services delivered to SCE or any other entity. If Seller uses the Storage Unit(s) to provide any other service to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall do so in compliance with the rules set forth in CPUC Decision (D.) 00-00-000 regarding multiple-use application issues for energy storage devices, as such rules are amended, modified or updated from time to time. Throughout the Delivery Period: Seller shall own or have the exclusive right to the Product, and shall furnish SCE, the CPUC, each applicable Governmental Authority, and the CAISO with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right. No portion of the Product will be committed by Seller to any third party in order to satisfy RA Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and Seller. If the CAISO designates any portion of the Project as CPM Capacity Seller shall, and shall cause each Storage Unit’s SCE to: Promptly (and in any event within one (1) Business Day of the xxxx Xxxxxx or such SC receives notification from the CAISO) notify SCE and Not accept any such designation by the CAISO unless and until SCE has agreed to accept such designation, provided that SCE shall have the exclusive right to offer the Product and Project, or any portion thereof, to the CAISO as CPM Capacity. Seller shall, and shall cause each Storage Unit’s SC to comply with Applicable Laws, relating to the Product. SCE shall have no liability for the failure of Seller or the failure of any Storage Unit’s SC to comply with Applicable Laws, including any and all related rightspenalties, liabilitiescharges or fines imposed on Seller or any Storage Unit’s SC for such noncompliance. Seller shall notify the SC of each Storage Unit that Seller has transferred the Product to SCE, with respect to each day of each Showing Month, and obligations shall cause such SC to deliver the Supply Plans in accordance with the CAISO Tariff and financings (including any pledge or collateral assignments in connection with such arrangements) shall be permitted by, and are not in conflict with, and do not give rise to any default under, this Agreement.] {. Seller shall cause each Storage Unit’s SC to provide to the SCE, at least fifteen (15) Business Days before the relevant deadlines for each RA Compliance Showing, the applicable Expected Contract Quantity of such Storage Unit for each day of such Showing Month, including the amount of Flexible Capacity and Inflexible Capacity, that is to be submitted in the Supply Plan associated with this Agreement for the applicable period. Seller shall notify each Storage Unit’s SC that SCE Note: Language applicable is entitled to projects that utilize Shared Facilities.} Seller also makes the additional representations and warranties revenues set forth in Section 9.02 3.07, and shall cause such SC to promptly deliver those revenues to SCE, along with appropriate documentation supporting the amount of Attachment 1those revenues. Seller shall maintain Site Control. Seller shall not use, grant, pledge, assign, sell or otherwise commit any Product to meet the RA Compliance Obligations of, or confer Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Additional Seller Representations and Warranties. As of the Effective Date, Seller represents and warrants to SCE that: Seller ☐ is/ ☐ is not {SCE Note: select applicable option} an entity formed solely to engage in the development, construction and operation of the Project (a “Special Purpose Entity”); Seller has provided SCE with true and correct, up-to-date copies of all of the Interconnection Studies, if any, to enable delivery of the Project’s output to the Interconnection Point pursuant to Applicable Laws and to enable Seller to provide the Product to SCE; and Seller has considered long-term risks to the Project associated with climate change. As of the Effective Date and throughout the Delivery Period, Seller represents and warrants to SCE that Seller has not used, granted, pledged, assigned, sold or otherwise committed any portion of the generating capacity no part of the Project to meet the RA Compliance Obligations ofwas installed or operational at any time before January 1, or conferred Resource Adequacy Benefits upon, any entity other than SCE for any Showing Month of the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of 2010 as provided in the CPUC or at the direction of SCEDecision 00-00-000 (a “New Resource”). On each day on which Project Security in the form of cash is held by SCE under this Agreement, Seller hereby represents and warrants that: Seller has good title to and is the sole owner of such Project Security, and the execution, delivery and performance of the covenants and agreements of this Agreement do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including the Project Security, other than the security interests and liens created under this Agreement; Upon the posting of Project Security by Seller to SCE, SCE shall have a valid and perfected first priority continuing Security Interest security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and Seller is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, which restricts in any manner the rights of any present or future holder of any of the Project Security with respect hereto. On the Initial Delivery Date and on each day Seller provides information to SCE or updates Exhibit B, Seller hereby represents and warrants that: (i) the information contained in Exhibit B is correct and accurate and (ii) Seller has provided SCE with true and correct, up-to-date copies of all documents, if any, related to the interconnection of the Project. As of the Effective Date, Seller represents and warrants to SCE that it Seller has not received notice from used, granted, pledged, assigned, sold or been advised by otherwise committed any existing or potential supplier or service provider that Product to meet the disease designated COVID-19 or the related virus designated SARS-CoV-2 have causedRA Compliance Obligations of, or conferred Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are reasonably likely conferred on another entity pursuant to cause, a delay in the construction an order of the Project CPUC or at the delivery direction of materials necessary to complete the Project, in each case that would cause the Initial Delivery Date to be later than the Expected Initial Delivery DateSCE. As of the Initial Delivery Date, Seller represents and warrants to SCE that Seller has provided to SCE a list of services that Seller currently provides to SCE or to any other entity using the Storage Unit(s), in addition to the Product delivered to SCE under this Agreement. Seller’s Covenants. Seller shall own and operate the Project: was not installed or operational at any time before the Effective Date; . Seller shall maintain ownership of and has a remaining design life of at least [#] years after the Initial Delivery Date as attested by an Independent Engineer; {SCE Note: design life should extend at least until end of Delivery Period, or longer based on accounting considerations.} [SCE acknowledges and agrees that, subject demonstrable exclusive rights to the terms Project throughout the Term. Seller shall deliver to SCE the Product free and conditions set forth clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person. Seller shall obtain, maintain and remain in compliance with all Permits, agreements (including interconnection agreements) and rights (including transmission rights) necessary to operate the Project and provide the Product to SCE in accordance with this Agreement. Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of [XX] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall maintain the Project as fully deliverable for the purposes of counting the Product, in an amount equal to the Contract Capacity, towards RA Compliance Obligations. Seller shall (i) Seller has represented provide all information needed for the Product to SCE that be shown on Supply Plans and RA Compliance Showings and to be used to satisfy RA Compliance Obligations, including providing information with respect to the Shared Facilities are, or will or may be, subject amount of Flexible Capacity and Inflexible Capacity available to sharing be included in any applicable Supply Plan and common ownership and use arrangements between Seller and the Other Seller(s), RA Compliance Showing and (ii) all provide any information requested by SCE related to the Project that is required to be provided to the CAISO or CPUC in order for SCE to comply with Applicable Laws. Seller shall obtain Site Control by the date specified therefor in the Critical Path Development Milestone Schedule. If Seller agrees to use the Storage Unit(s) to provide any services to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall inform SCE regarding such arrangementsadditional services in writing prior to providing such additional services. Upon SCE’s request, Seller shall provide SCE with an update regarding any previously reported additional services or any new additional services delivered to SCE or any other entity. If Seller uses the Storage Unit(s) to provide any other service to SCE or to any other entity in addition to the Product delivered to SCE under this Agreement, Seller shall do so in compliance with the rules set forth in CPUC Decision (D.) 00-00-000 regarding multiple-use application issues for energy storage devices, as such rules are amended, modified or updated from time to time. Throughout the Delivery Period: Seller shall own or have the exclusive right to the Product, and shall furnish SCE, the CPUC, each applicable Governmental Authority, and the CAISO with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right. No portion of the Product will be committed by Seller to any third party in order to satisfy RA Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets, other than pursuant to an RMR Contract between the CAISO and Seller. If the CAISO designates any portion of the Project as CPM Capacity Seller shall, and shall cause each Storage Unit’s SCE to: Promptly (and in any event within one (1) Business Day of the xxxx Xxxxxx or such SC receives notification from the CAISO) notify SCE and Not accept any such designation by the CAISO unless and until SCE has agreed to accept such designation, provided that SCE shall have the exclusive right to offer the Product and Project, or any portion thereof, to the CAISO as CPM Capacity. Seller shall, and shall cause each Storage Unit’s SC to comply with Applicable Laws, relating to the Product. SCE shall have no liability for the failure of Seller or the failure of any Storage Unit’s SC to comply with Applicable Laws, including any and all related rightspenalties, liabilitiescharges or fines imposed on Seller or any Storage Unit’s SC for such noncompliance. Seller shall notify the SC of each Storage Unit that Seller has transferred the Product to SCE, with respect to each day of each Showing Month, and obligations shall cause such SC to deliver the Supply Plans in accordance with the CAISO Tariff and financings (including any pledge or collateral assignments in connection with such arrangements) shall be permitted by, and are not in conflict with, and do not give rise to any default under, this Agreement.] {. Seller shall cause each Storage Unit’s SC to provide to the SCE, at least fifteen (15) Business Days before the relevant deadlines for each RA Compliance Showing, the applicable Expected Contract Quantity of such Storage Unit for each day of such Showing Month, including the amount of Flexible Capacity and Inflexible Capacity, that is to be submitted in the Supply Plan associated with this Agreement for the applicable period. Seller shall notify each Storage Unit’s SC that SCE Note: Language applicable is entitled to projects that utilize Shared Facilities.} Seller also makes the additional representations and warranties revenues set forth in Section 9.02 3.06, and shall cause such SC to promptly deliver those revenues to SCE, along with appropriate documentation supporting the amount of Attachment 1those revenues. Seller shall maintain Site Control. Seller shall not use, grant, pledge, assign, sell or otherwise commit any Product to meet the RA Compliance Obligations of, or confer Resource Adequacy Benefits upon, any entity other than SCE during the Delivery Period, except to the extent such benefits are conferred on another entity pursuant to an order of the CPUC or at the direction of SCE.
Appears in 1 contract
Samples: Purchase and Sale Agreement
