Common use of BGS-FP Supplier’s Representations, Warranties and Covenants Clause in Contracts

BGS-FP Supplier’s Representations, Warranties and Covenants. The BGS-FP Supplier hereby represents, warrants and covenants to each of the Companies as follows: (i) The BGS-FP Supplier is a corporation, partnership, limited liability company or other legal entity, as set forth in Appendix A hereto, duly organized, validly existing and in good standing under the laws of the State of Illinois or, if another jurisdiction, is duly registered and authorized to do business and is in good standing in the State of Illinois. (ii) The BGS-FP Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder. (iii) The execution and delivery of this Agreement and the performance of the BGS-FP Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the BGS-FP Supplier and do not and will not conflict with, or constitute a breach of or default under, any of the terms, conditions, or provisions of the BGS-FP Supplier’s certificate of incorporation or bylaws or any indenture, mortgage, other evidence of indebtedness, or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the BGS-FP Supplier is a party or by which the BGS-FP Supplier or any of its properties is bound or subject. (iv) All necessary and appropriate action that is required on the BGS-FP Supplier’s part to execute this Agreement has been completed. (v) This Agreement is the legal, valid and binding obligation of the BGS-FP Supplier, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or law. (vi) There are no actions at law, suits in equity, proceedings (including investigations, arbitrations and audits) or claims pending or, to the BGS-FP Supplier’s knowledge, threatened against the BGS-FP Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the BGS-FP Supplier’s performance of its obligations hereunder. (vii) The BGS-FP Supplier has made all decisions regarding this Agreement (including regarding the suitability thereof) based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the Companies. No assurances were given to it by the Companies of any financial results to be anticipated by entering into this Agreement; and it has entered into this Agreement with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks. (viii) At the commencement of the Delivery Period, the BGS-FP Supplier will be a Market Participant in good standing with the MISO and will be in compliance, and will continue to comply throughout the Delivery Period with all obligations, rules, regulations and agreements, as established and interpreted by the MISO, that are applicable to it in connection with the BGS- FP Supplier’s performance of its obligations under this Agreement. (ix) The BGS-FP Supplier will comply with any and all information and data transfer protocols that may be adopted by the Companies or that are set by, and from time to time modified by, the ICC; provided, however, that the BGS-FP Supplier shall be entitled to exercise its reserved right to challenge any such protocols in the appropriate forum. (x) The BGS-FP Supplier will have and maintain, during the Delivery Period, all regulatory approvals and certifications necessary to permit its performance under this Agreement. (xi) Unless determined by a court of competent jurisdiction to the contrary, the BGS-FP Supplier is, and will continue to be for the Term, a Forward Contract Merchant and a Master Netting Agreement Participant both generally and with respect to the Energy supplied under this Agreement to the Companies. (xii) This Agreement is for the purchase and sale of the full electricity requirement (including, without limitation Energy, Resource Adequacy Requirements, Capacity and any charges and services that the MISO or the Applicable Legal Authorities may, at any time, impose on or require for the delivery of BGS-FP Supply, but excluding Network Integration Transmission Service) of the BGS-FP Load that will be delivered in quantities expected to be used or sold over a defined period(s) in the normal course of business. In addition, as provided in Section 2.1.a(iii), the BGS-FP Supplier shall be responsible for compensating the Companies for their Ancillary Services Costs and the MISO Invoice Reimbursement Amounts.

BGS-FP Supplier’s Representations, Warranties and Covenants. The BGS-FP Supplier hereby represents, warrants and covenants to each of the Companies as follows: (i) The BGS-FP Supplier is a corporation, partnership, limited liability company or other legal entity, as set forth in Appendix A hereto, duly organized, validly existing and in good standing under the laws of the State of Illinois or, if another jurisdiction, is duly registered and authorized to do business and is in good standing in the State of Illinois. (ii) The BGS-FP Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder. (iii) The execution and delivery of this Agreement and the performance of the BGS-FP Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the BGS-FP Supplier and do not and will not conflict with, or constitute a breach of or default under, any of the terms, conditions, or provisions of the BGS-FP Supplier’s certificate of incorporation or bylaws or any indenture, mortgage, other evidence of indebtedness, or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the BGS-FP Supplier is a party or by which the BGS-FP Supplier or any of its properties is bound or subject. (iv) All necessary and appropriate action that is required on the BGS-FP Supplier’s part to execute this Agreement has been completed. (v) This Agreement is the legal, valid and binding obligation of the BGS-FP Supplier, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or law. (vi) There are no actions at law, suits in equity, proceedings (including investigations, arbitrations and audits) or claims pending or, to the BGS-FP Supplier’s knowledge, threatened against the BGS-FP Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the BGS-FP Supplier’s performance of its obligations hereunder. (vii) The BGS-FP Supplier has made all decisions regarding this Agreement (including regarding the suitability thereof) based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by any of the Companies. No assurances were given to it by any of the Companies of any financial results to be anticipated by entering into this Agreement; and it has entered into this Agreement with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks. (viii) At the commencement of the Delivery Period, the BGS-FP Supplier will be a Market Participant in good standing with the MISO and will be in compliance, and will continue to comply throughout the Delivery Period with all obligations, rules, regulations and agreements, as established and interpreted by the MISO, that are applicable to it in connection with the BGS- BGS-FP Supplier’s performance of its obligations under this Agreement. (ix) The BGS-FP Supplier will comply with any and all information and data transfer protocols that may be adopted by one or more of the Companies or that are set by, and from time to time modified by, the ICC; provided, however, that the BGS-FP Supplier shall be entitled to exercise its reserved right to challenge any such protocols in the appropriate forum. (x) The BGS-FP Supplier will have and maintain, during the Delivery Period, all regulatory approvals and certifications necessary to permit its performance under this Agreement. (xi) Unless determined by a court of competent jurisdiction to the contrary, the BGS-FP Supplier is, and will continue to be for the Term, a Forward Contract Merchant and a Master Netting Agreement Participant both generally and with respect to the Energy supplied under this Agreement to each of the Companies. (xii) This Agreement is for the purchase and sale of the full electricity requirement (including, without limitation Energy, Resource Adequacy Requirements, Capacity and any charges and services that the MISO or the Applicable Legal Authorities may, at any time, impose on or require for the delivery of BGS-FP Supply, but excluding Network Integration Transmission Service) of the BGS-FP Load that will be delivered in quantities expected to be used or sold over a defined period(s) in the normal course of business. In addition, as provided in Section 2.1.a(iii2.1.a(iv), the BGS-FP Supplier shall be responsible for compensating each of the Companies for their its Ancillary Services Costs and the MISO Invoice Reimbursement Amounts.

BGS-FP Supplier’s Representations, Warranties and Covenants. The BGS-FP Supplier hereby represents, warrants and covenants to each of the Companies CompaniesCompany as follows: (i) The BGS-FP Supplier is a corporation, partnership, limited liability company or other legal entity, as set forth in Appendix A hereto, duly organized, validly existing and in good standing under the laws of the State of Illinois or, if another jurisdiction, is duly registered and authorized to do business and is in good standing in the State of Illinois.Illinoisall (ii) The BGS-FP Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder. (iii) The execution and delivery of this Agreement and the performance of the BGS-FP Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the BGS-FP Supplier and do not and will not conflict with, or constitute a breach of or default under, any of the terms, conditions, or provisions of the BGS-FP Supplier’s certificate of incorporation or bylaws or any indenture, mortgage, other evidence of indebtedness, or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the BGS-FP Supplier is a party or by which the BGS-FP Supplier or any of its properties is bound or subject. (iv) All necessary and appropriate action that is required on the BGS-FP Supplier’s part to execute this Agreement has been completed. (v) This Agreement is the legal, valid and binding obligation of the BGS-FP Supplier, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or law. (vi) There are no actions at law, suits in equity, proceedings (including investigations, arbitrations and audits) or claims pending or, to the BGS-FP Supplier’s knowledge, threatened against the BGS-FP Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the BGS-FP Supplier’s performance of its obligations hereunder. (vii) The BGS-FP Supplier has made all decisions regarding this Agreement (including regarding the suitability thereof) based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by any of the CompaniesCompaniesCompany. No assurances were given to it by any of the Companies CompaniesCompany of any financial results to be anticipated by entering into this Agreement; and it has entered into this Agreement with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks. (viii) At the commencement of the Delivery Period, the BGS-FP Supplier will be a Market Participant in good standing with the MISO and will be in compliance, and will continue to comply throughout the Delivery Period with all obligations, rules, regulations and agreements, as established and interpreted by the MISO, that are applicable to it in connection with the BGS- BGS-FP Supplier’s performance of its obligations under this Agreement. (ix) The BGS-FP Supplier will comply with any and all information and data transfer protocols that may be adopted by one or more of the Companies CompaniesCompany or that are set by, and from time to time modified by, the ICC; provided, however, that the BGS-FP Supplier shall be entitled to exercise its reserved right to challenge any such protocols in the appropriate forum. (x) The BGS-FP Supplier will have and maintain, during the Delivery Period, all regulatory approvals and certifications necessary to permit its performance under this Agreement. (xi) Unless determined by a court of competent jurisdiction to the contrary, the BGS-FP Supplier is, and will continue to be for the Term, a Forward Contract Merchant and a Master Netting Agreement Participant both generally and with respect to the Energy supplied under this Agreement to each of the CompaniesCompaniesCompany. (xii) This Agreement is for the purchase and sale of the full electricity requirement (including, without limitation Energy, Resource Adequacy Requirements, Capacity and any charges and services that the MISO or the Applicable Legal Authorities may, at any time, impose on or require for the delivery of BGS-FP Supply, but excluding Network Integration Transmission Service) of the BGS-FP Load that will be delivered in quantities expected to be used or sold over a defined period(s) in the normal course of business. In addition, as provided in Section 2.1.a(iii2.1.a(iv), the BGS-FP Supplier shall be responsible for compensating each of the Companies CompaniesCompany for their its Ancillary Services Costs and the MISO Invoice Reimbursement Amounts.

BGS-FP Supplier’s Representations, Warranties and Covenants. The BGS-FP Supplier hereby represents, warrants and covenants to each of the Companies as follows: (i) The BGS-FP Supplier is a corporation, partnership, limited liability company or other legal entity, as set forth in Appendix A hereto, duly organized, validly existing and in good standing under the laws of the State of Illinois or, if another jurisdiction, is duly registered and authorized to do business and is in good standing in the State of Illinois. (ii) The BGS-FP Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder. (iii) The execution and delivery of this Agreement and the performance of the BGS-FP Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the BGS-FP Supplier and do not and will not conflict with, or constitute a breach of or default under, any of the terms, conditions, or provisions of the BGS-FP Supplier’s certificate of incorporation or bylaws or any indenture, mortgage, other evidence of indebtedness, or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the BGS-FP Supplier is a party or by which the BGS-FP Supplier or any of its properties is bound or subject. (iv) All necessary and appropriate action that is required on the BGS-FP Supplier’s part to execute this Agreement has been completed. (v) This Agreement is the legal, valid and binding obligation of the BGS-FP Supplier, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or law. (vi) There are no actions at law, suits in equity, proceedings (including investigations, arbitrations and audits) or claims pending or, to the BGS-FP Supplier’s knowledge, threatened against the BGS-FP Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the BGS-FP Supplier’s performance of its obligations hereunder. (vii) The BGS-FP Supplier has made all decisions regarding this Agreement (including regarding the suitability thereof) based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by any of the Companies. No assurances were given to it by any of the Companies of any financial results to be anticipated by entering into this Agreement; and it has entered into this Agreement with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks. (viii) At the commencement of the Delivery Period, the BGS-FP Supplier will be a Market Participant in good standing with the MISO and will be in compliance, and will continue to comply throughout the Delivery Period with all obligations, rules, regulations and agreements, as established and interpreted by the MISO, that are applicable to it in connection with the BGS- FP Supplier’s performance of its obligations under this Agreement. (ix) The BGS-FP Supplier will comply with any and all information and data transfer protocols that may be adopted by one or more of the Companies or that are set by, and from time to time modified by, the ICC; provided, however, that the BGS-FP Supplier shall be entitled to exercise its reserved right to challenge any such protocols in the appropriate forum. (x) The BGS-FP Supplier will have and maintain, during the Delivery Period, all regulatory approvals and certifications necessary to permit its performance under this Agreement. (xi) Unless determined by a court of competent jurisdiction to the contrary, the BGS-FP Supplier is, and will continue to be for the Term, a Forward Contract Merchant and a Master Netting Agreement Participant both generally and with respect to the Energy supplied under this Agreement to each of the Companies.Companies.‌ (xii) This Agreement is for the purchase and sale of the full electricity requirement (including, without limitation Energy, Resource Adequacy Requirements, Capacity and any charges and services that the MISO or the Applicable Legal Authorities may, at any time, impose on or require for the delivery of BGS-FP Supply, but excluding Network Integration Transmission Service) of the BGS-FP Load that will be delivered in quantities expected to be used or sold over a defined period(s) in the normal course of business. In addition, as provided in Section 2.1.a(iii2.1.a(iv), the BGS-FP Supplier shall be responsible for compensating each of the Companies for their its Ancillary Services Costs and the MISO Invoice Reimbursement Amounts.

BGS-FP Supplier’s Representations, Warranties and Covenants. The BGS-FP Supplier hereby represents, warrants and covenants to each of the Companies as follows: (i) The BGS-FP Supplier is a corporation, partnership, limited liability company or other legal entity, as set forth in Appendix A hereto, duly organized, validly existing and in good standing under the laws of the State of Illinois or, if another jurisdiction, is duly registered and authorized to do business and is in good standing in the State of Illinois. (ii) The BGS-FP Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder. (iii) The execution and delivery of this Agreement and the performance of the BGS-FP Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the BGS-FP Supplier and do not and will not conflict with, or constitute a breach of or default under, any of the terms, conditions, or provisions of the BGS-FP Supplier’s certificate of incorporation or bylaws or any indenture, mortgage, other evidence of indebtedness, or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the BGS-FP Supplier is a party or by which the BGS-FP Supplier or any of its properties is bound or subject. (iv) All necessary and appropriate action that is required on the BGS-FP Supplier’s part to execute this Agreement has been completed. (v) This Agreement is the legal, valid and binding obligation of the BGS-FP Supplier, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditor’s rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or law. (vi) There are no actions at law, suits in equity, proceedings (including investigations, arbitrations and audits) or claims pending or, to the BGS-FP Supplier’s knowledge, threatened against the BGS-FP Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the BGS-FP Supplier’s performance of its obligations hereunder. (vii) The BGS-FP Supplier has made all decisions regarding this Agreement (including regarding the suitability thereof) based upon its own judgment and any advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by any of the Companies. No assurances were given to it by any of the Companies of any financial results to be anticipated by entering into this Agreement; and it has entered into this Agreement with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks. (viii) At the commencement of the Delivery Period, the BGS-FP Supplier will be a Market Participant in good standing with the MISO and will be in compliance, and will continue to comply throughout the Delivery Period with all obligations, rules, regulations and agreements, as established and interpreted by the MISO, that are applicable to it in connection with the BGS- FP Supplier’s performance of its obligations under this Agreement. (ix) The BGS-FP Supplier will comply with any and all information and data transfer protocols that may be adopted by one or more of the Companies or that are set by, and from time to time modified by, the ICC; provided, however, that the BGS-FP Supplier shall be entitled to exercise its reserved right to challenge any such protocols in the appropriate forum. (x) The BGS-FP Supplier will have and maintain, during the Delivery Period, all regulatory approvals and certifications necessary to permit its performance under this Agreement. (xi) Unless determined by a court of competent jurisdiction to the contrary, the BGS-FP Supplier is, and will continue to be for the Term, a Forward Contract Merchant and a Master Netting Agreement Participant both generally and with respect to the Energy supplied under this Agreement to each of the Companies. (xii) This Agreement is for the purchase and sale of the full electricity requirement (including, without limitation Energy, Resource Adequacy Requirements, Capacity and any charges and services that the MISO or the Applicable Legal Authorities may, at any time, impose on or require for the delivery of BGS-FP Supply, but excluding Network Integration Transmission Service) of the BGS-FP Load that will be delivered in quantities expected to be used or sold over a defined period(s) in the normal course of business. In addition, as provided in Section 2.1.a(iii2.1.a(iv), the BGS-FP Supplier shall be responsible for compensating each of the Companies for their its Ancillary Services Costs and the MISO Invoice Reimbursement Amounts.