Common use of Buyer’s Representations, Warranties and Covenants Clause in Contracts

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents and warrants as follows: (a) Buyer is a [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Buyer is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Buyer; and Buyer has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Buyer have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body of Buyer, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any formation documents of Buyer, the violation of which could have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Buyer’s formation documents or bylaws, or under any agreement relating to the management or affairs of Buyer or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Buyer is a party or by which Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Buyer. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Buyer is a party or any judgment, order, statute, or regulation that is applicable to Buyer, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement.

Buyer’s Representations, Warranties and Covenants. (a) Buyer, hereby represents, warrants and covenants the following which, shall be deemed made by Buyer hereby represents and warrants to Seller also as followsof the Closing Date: (ai) Buyer is a [ ] corporation duly organized, validly existing and in good standing under the laws of the State of [ ]. Buyer is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Buyer; New Jersey, and Buyer has all requisite full power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Buyer have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body of Buyer, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Law, or violate any provision in any formation documents of Buyer, the violation of which could have a material adverse effect on the ability of Buyer to perform its obligations under this agreement;Agreement. (ii) The execution and delivery of this Agreement by Buyer, the performance by Buyer of its covenants and agreements hereunder and the consummation by Buyer of the transactions contemplated hereby have been or will be duly authorized by all necessary action of its Board of Directors. When executed and delivered by Buyer, this Agreement shall constitute a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as may be limited by bankruptcy, insolvency or other law affecting generally the enforceability of creditors right and by limitation on the availability of equitable remedies. (iii) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, will violate any provision of the certificate of incorporation or by-laws of Seller or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government, or governmental agency or instrumentality, domestic or foreign, or conflict with or result in a any breach of any of the terms of or constitute a default under Buyer’s formation documents or bylaws, or under any agreement relating to the management or affairs of Buyer or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Buyer is a party or by which Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, interest or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect pursuant to any the terms of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Buyer. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Buyer is a party or any judgment, order, statute, or regulation that by which Buyer is applicable to Buyer, bound. (iv) Buyer has all of the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer financial resources necessary to perform its obligations under this agreementAgreement and purchase the Premises.

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents and warrants to Seller that the following statements are true and accurate, as followsof the date hereof and the Closing Date: (a) A. Buyer is acquiring the Property for investment purposes only and not with a [ ] duly organizedview toward resale or distribution thereof in violation of applicable securities laws. Buyer acknowledges that it can bear the economic risk of its investment in the Property, validly existing Buyer has such knowledge and experience in good standing under financial and business matters that it is capable of evaluating the laws merits and risks of an investment in the State Property, and Buyer is sophisticated in the evaluation, purchase, ownership and operation of [ ]oil and gas properties. Buyer is qualified an “accredited investor” as such term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Buyer understands that none of the Property will have been registered pursuant to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on Securities Act or any applicable state securities laws, that the business or financial condition of Buyer; and Buyer has all requisite power and authority to conduct its business, to own its propertiesProperty will be characterized as “restricted securities” under federal securities laws, and to execute, deliver, and perform its obligations that the Property may not be sold or otherwise disposed of without registration under this agreementthe Securities Act or an exemption therefrom. (b) The execution, delivery, B. Buyer hereby acknowledges and performance of its obligations under this agreement by Buyer have been duly authorized by all necessary corporate action, and do not and will not: affirms that (i) require any consent or approval by any governing body it has completed its own independent investigation, analysis, and evaluation of Buyerthe Property, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawit has made all such reviews and inspections of the Leases, Lands and Wxxxx, their results of operation, their condition (financial or otherwise), and as to their prospects as it has deemed necessary or appropriate and (iii) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely on the representations and warranties set forth in this Agreement and its own independent investigation, analysis and evaluation. C. There are no actions, suits or proceedings pending, or violate to Buyer’s knowledge, threatened in writing, before any provision in any formation documents of local, state or federal governmental body or arbitrator against Buyer which are reasonably likely to impair materially Buyer, the violation of which could have a material adverse effect on the ’s ability of Buyer to perform its obligations under this agreement;Agreement or any document required to be executed and delivered by Buyer at Closing. (iii) result in a breach D. Buyer is, or constitute a default as of the Closing will be, qualified under applicable laws to own the Property and has, or as of the Closing will have, complied with all necessary bonding requirements of local, state or federal governmental Bodies required for Buyer’s formation documents ownership or bylaws, or under any agreement relating to the management or affairs of Buyer or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Buyer is a party or by which Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any operation of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreementProperty. (c) This agreement is a valid and binding obligation of Buyer. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Buyer is a party or any judgment, order, statute, or regulation that is applicable to Buyer, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement.

Buyer’s Representations, Warranties and Covenants. Each Buyer hereby represents and warrants to Seller as follows:follows as of the Effective Date and as of the Commercial Operation Date:‌ (aA) Such Buyer is a [ ] corporation, duly organized, validly existing and in good standing under the laws of the State Commonwealth of [ ]. Buyer Kentucky and is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on upon the business or financial condition of such Buyer; and . (KU is also incorporated in Virginia.) Such Buyer has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (bB) The execution, delivery, and performance of its obligations under this agreement PPA by such Buyer have been duly authorized by all necessary corporate action, and do not and will not: (i) require any further consent or approval by any governing body approval, including from such Buyer’s Board of Buyer, other than that which has been obtained and is in full force and effectDirectors; (ii) violate any Applicable Law, or violate any provision in any formation corporate documents of such Buyer, the violation of which could have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA; (iii) result in a breach or constitute a default under such Buyer’s formation documents corporate charter or bylaws, or under any agreement relating to the management or affairs of Buyer such Buyer, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which such Buyer is a party or by which such Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA; or (iv) result in, or require the creation or imposition of of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of such Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA. (cC) This agreement is a The obligations of such Buyer under this PPA are valid and binding obligation obligations of such Buyer, enforceable against it by the Seller, subject to customary exceptions for public policy and bankruptcy. (dD) The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which such Buyer is a party or any judgment, order, statute, or regulation that is applicable to such Buyer. (E) To the best knowledge of such Buyer, the breach or default all required Governmental Approvals necessary for such Buyer’s execution, delivery and performance of which could reasonably be expected to this PPA, other than Governmental Approvals identified as Buyer Conditions Precedent, have a material adverse effect on the ability of Buyer to perform its obligations under this agreementbeen duly obtained and are in full force and effect.

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents and warrants as follows: (a) 37.3.1 Buyer is a [ ] corporation duly organized, validly existing and in good standing under the laws of the State of [ ]. Buyer Idaho and is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on upon the business or financial condition of the Buyer; and the Buyer has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementAgreement. (b) The 37.3.2 Upon the execution, delivery, and performance of its obligations under this agreement Agreement by the Buyer will have been duly authorized by all necessary corporate action, and do not and will not: (i) 37.3.2.1 require any consent or approval by any governing body of the Buyer’s Board of Directors, or shareholders, other than that which has been obtained and is in full force and effecteffect (evidence of which shall be delivered to the Seller upon its request); (ii) 37.3.2.2 violate any Applicable Lawprovision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to the Buyer or violate any provision in any formation corporate documents of the Buyer, the violation of which could have a material adverse effect on the ability of the Buyer to perform its obligations under this agreementAgreement; (iii) 37.3.2.3 result in a breach or constitute a default under the Buyer’s formation documents corporate charter or bylaws, or under any agreement relating to the management or affairs of Buyer the Buyer, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which the Buyer is a party or by which the Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of the Buyer to perform its obligations under this agreementAgreement; or (iv) 37.3.2.4 result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementAgreement) upon or with respect to any of the assets or properties of the Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of the Buyer to perform its obligations under this agreementAgreement. (c) 37.3.3 This agreement Agreement is a valid and binding obligation of the Buyer. (d) 37.3.4 The execution and performance of this agreement Agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which the Buyer is a party or any judgment, order, statute, or regulation that is applicable to the Buyer. 37.3.5 To the best knowledge of the Buyer, all approvals, authorizations, consents, or other action required by any Governmental Authority to authorize the breach or default Buyer’s execution, delivery and performance of which could reasonably this Agreement have been duly obtained and are in full force and effect. Notes – Annual escalation included in the annual rate from 2007 through 2020 is 2.1% Annual escalation included in the annual rate from 2021 through term of the agreement 0.6% Contract Term is 25 Contract Years from the Operation Date, this table may include years that are not included in the 25 Contract Year term. B-1 DESCRIPTION OF FACILITY The Facility is the Raft River Geothermal Power Plant, Unit #1 (RRGPP-1). The RRGPP-1 is an Ormat OEC™ water-cooled, closed-loop, Rankine cycle geothermal power plant using pentane as the working fluid, and auxiliary equipment. The Facility includes two Ormat turbines (one HP (high pressure) and one LP (low pressure) turbine) coupled to a single generator with a gross nameplate rating of 18 MW, and a generator voltage of 12.47 kV. Power will be expected delivered to have a material adverse effect the Transmitting Entity on the ability high side of Buyer the 34.5kV step-up transformer through the Idaho Power Metering. Each turbine discharges to perform its obligations under this agreementa 2-shell condenser and is fed by a 2-shell vaporizer with a 2-shell pre- heater and two feed pumps using geothermal fluid as the heat source. The HP turbine has a desuperheater/economizer between the turbine and the condenser. Cooling water will be supplied by two circulating water pumps in the basin of a four-cell counterflow cooling tower. The Facility is protected by a fire water system comprising fire water pumps, pipes, monitors, and so on. Geothermal fluid will be delivered to the Facility from four or more geothermal production xxxxx. Residual geothermal fluid will be reinjected via two or more injection xxxxx.

Buyer’s Representations, Warranties and Covenants. (a) Buyer hereby represents and warrants to Seller as follows: (a) Buyer is a [ ] duly organized, validly existing and in good standing under the laws of the State Effective Date and again as of [ ]. Buyer is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Buyer; and Buyer has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, and performance of its obligations under this agreement by Buyer have been duly authorized by all necessary corporate action, and do not and will notXXX that: (i) require any consent or approval by any governing body Buyer has full limited liability company power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the agreed upon forms of Buyer, other than that which has been obtained and is in full force and effectare attached hereto as Exhibits; (ii) violate any Applicable Lawthere are no suits or claims pending or to Buyer’s knowledge, or violate any provision threatened against Buyer which may in any formation documents manner whatsoever affect the validity or enforceability of Buyerthis Agreement or any of the Transfer Documents, the violation agreed upon forms of which could have a material adverse effect on the ability of Buyer to perform its obligations under this agreementare attached hereto as Exhibits; (iii) result in a breach or constitute a default under Buyer’s formation documents or bylawsthe execution, or under any agreement relating to the management or affairs of Buyer or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Buyer is a party or by which Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement. (c) This agreement is a valid and binding obligation of Buyer. (d) The execution delivery and performance of this agreement Agreement and the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits, have not and will not conflict with or constitute a breach or default under any contract other agreement, law or agreement of any kind to court order under which Buyer is a party or any judgment, order, statutemay be bound; (iv) Buyer has not (A) commenced a voluntary case, or regulation had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (B) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (C) made an assignment for the benefit of creditors; (v) Buyer has obtained the consent of all third parties, if any, required in order for Buyer to enter into this Agreement, and Buyer shall have obtained no later than the Closing Date, the consent of any third party that is applicable to Buyer, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of required in order for Buyer to perform Buyer’s obligations hereunder at XXX; and (vi) Neither Buyer nor any of its affiliates, is a person or entity whom U.S. persons or entities are restricted from doing business under regulations of the OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. (b) Further, Buyer hereby covenants to Seller as of the Effective Date that should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to XXX, Buyer will promptly notify Seller of the same in writing. All representations, warranties and covenants made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and XXX. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer’s warranties or covenants. Buyer’s indemnity and hold harmless obligations under this agreementshall survive XXX.

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents and warrants to Seller that as followsof the Effective Date: (ai) Buyer is a [ ] duly organized, validly existing and in good standing under joint powers agency established pursuant to the laws of the State of [ ]. California, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as is now being conducted; (ii) Buyer is duly qualified or licensed to do business as a joint powers agency and is in good standing in each other jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualify duly qualified or licensed and in good standing would not have a material adverse effect on the business or financial condition of Buyer; and effect; (iii) Buyer has all requisite the legal power and authority to conduct its business, to own its properties, make and carry out this Agreement and to execute, deliver, and perform its obligations under this agreement. (b) The execution, delivery, hereunder and performance of its obligations under this agreement by Buyer all such actions have been duly authorized by all necessary corporate action, and do not and will not: (i) require any consent or approval by any governing body of Buyer, other than that which has been obtained and is in full force and effectproceedings on its part; (iiiv) violate the execution, delivery and performance of this Agreement by Buyer will not conflict with its governing documents, any Applicable Law, or violate any provision in any formation documents of Buyer, the violation of which could have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Buyer’s formation documents or bylaws, or under any agreement relating to the management or affairs of Buyer applicable laws or any indenture or loan or credit covenant, agreement, understanding, decree or any other agreement, lease, or instrument order to which Buyer is a party or by which Buyer or its properties or assets may be it is bound or affected; (v) this Agreement has been duly and validly executed and delivered by Buyer and, as of the breach Effective Date, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms against Buyer, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or default other similar laws affecting the rights of creditors generally or by general principles of equity; and (vi) there are no actions, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened in writing against Buyer, at law or in equity before any Governmental Authority, which could individually or in the aggregate are reasonably be expected likely to have a material materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Buyer, or to result in any impairment of Buyer’s ability of Buyer to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreementAgreement. (c) This agreement is a valid and binding obligation of Buyer. (d) The execution and performance of this agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Buyer is a party or any judgment, order, statute, or regulation that is applicable to Buyer, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement.

Buyer’s Representations, Warranties and Covenants. Each Buyer hereby represents and warrants to Seller as followsfollows as of the Effective Date: (aA) Such Buyer is a [ ] corporation, duly organized, validly existing and in good standing under the laws of the State Commonwealth of [ ]. Buyer Kentucky and is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on upon the business or financial condition of such Buyer; and . (KU is also incorporated in Virginia.) Such Buyer has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (bB) The execution, delivery, and performance of its obligations under this agreement PPA by such Buyer have been duly authorized by all necessary corporate action, and do not and will not: (i) require any further consent or approval by any governing body approval, including from such Buyer’s Board of Buyer, other than that which has been obtained and is in full force and effectDirectors; (ii) violate any Applicable Law, or violate any provision in any formation corporate documents of such Buyer, the violation of which could have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA; (iii) result in a breach or constitute a default under such Buyer’s formation documents corporate charter or bylaws, or under any agreement relating to the management or affairs of Buyer such Buyer, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which such Buyer is a party or by which such Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA; or (iv) result in, or require the creation or imposition of of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of such Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA. (cC) This agreement is a The obligations of such Buyer under this PPA are valid and binding obligation obligations of such Buyer, enforceable against it by the Seller, except as such enforceability may be limited by (i) public policy, (ii) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights, or (iii) general equitable principles. (dD) The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which such Buyer is a party or any judgment, order, statute, or regulation that is applicable to such Buyer. (E) To the best knowledge of such Buyer, the breach or default all required Governmental Approvals necessary for such Buyer’s execution, delivery and performance of which could reasonably be expected to this PPA, other than Governmental Approvals identified as Buyer Conditions Precedent, have a material adverse effect on the ability of Buyer to perform its obligations under this agreementbeen duly obtained and are in full force and effect.

Buyer’s Representations, Warranties and Covenants. Buyer hereby represents represents, warrants and warrants covenants to Seller, and agrees with Seller, as follows: (a) The person(s) signing this Agreement and any documents and instruments in connection herewith on behalf of Buyer is a [ ] duly organized, validly existing and in good standing under the laws of the State of [ ]. Buyer is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Buyer; and Buyer has all requisite full power and authority to conduct its businessdo so. Upon delivery to and execution by Seller, this Agreement shall be a valid and binding agreement of Buyer subject to own its properties, and the conditions to execute, deliver, and perform its Buyer’s obligations under this agreementset forth in Section 13. (b) The execution, deliverydelivery and performance by Buyer of this Agreement and such other instruments and documents to be executed and delivered in connection herewith by Buyer do not, and performance of its obligations under this agreement by Buyer have been duly authorized by all necessary corporate actionshall not, and do not and will not: (i) require result in any consent or approval by any governing body of Buyer, other than that which has been obtained and is in full force and effect; (ii) violate any Applicable Lawviolation of, or violate any provision in any formation documents of Buyerconflict with, the violation of which could have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; (iii) result in a breach or constitute a default under Buyer’s formation documents or bylawsunder, or under any provisions of any agreement relating to the management or affairs of Buyer or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Buyer is a party subject, or, to Buyer’s knowledge, any judgment, law, writ, decree, order, injunction, rule or by which Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreement; or (iv) result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreement) upon or with respect to any of the assets or properties of Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this agreementgovernmental regulation affecting Buyer. (c) This agreement is a valid and binding obligation There are no attachments, levies, executions, assignments for the benefit of creditors, receiverships, conservatorships or voluntary or involuntary proceedings in bankruptcy or any other debtor relief actions contemplated by Buyer or filed by or against Buyer, or to Buyer’s knowledge, pending in any current judicial or administrative proceeding against Buyer. (d) The execution Buyer has had an opportunity to be represented by counsel in connection with this transaction. Except for the express representations, warranties and performance covenants of Seller contained in this agreement Agreement, Buyer specifically acknowledges that it is acquiring the Property in an “AS IS, WHERE IS, WITH ALL FAULTS” condition, without any representations or warranties of Seller, express or implied, written or oral, as to the nature or condition of title to the Property, the physical condition of the Property, the uses of the Property or any limitations thereon. Buyer is relying solely upon, and, as of the Closing, will not conflict with have conducted its own analysis of the Property as it deems necessary or constitute a breach or default under any contract or agreement appropriate in so acquiring the Property from Seller (including, without limitation, an analysis of any kind and all matters concerning the condition, use, sale, development or suitability for development of the Property). WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES THAT, EXCEPT AS MAY OTHERWISE BE SPECIFICALLY SET FORTH ELSEWHERE IN THIS AGREEMENT, NEITHER SELLER NOR ITS CONSULTANTS, BROKERS OR AGENTS HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND UPON WHICH BUYER IS RELYING AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO: (I) THE CONDITION OF THE LAND OR ANY IMPROVEMENTS COMPRISING THE PROPERTY; (II) THE EXISTENCE OR NON-EXISTENCE OF ANY POLLUTANT, TOXIC WASTE AND/OR ANY HAZARDOUS MATERIALS OR SUBSTANCES; (III) ECONOMIC PROJECTIONS OR MARKET STUDIES CONCERNING THE PROPERTY, OR THE INCOME TO BE DERIVED FROM THE PROPERTY; (IV) ANY DEVELOPMENT RIGHTS, TAXES, BONDS, COVENANTS, CONDITIONS AND RESTRICTIONS AFFECTING THE PROPERTY; (V) THE NATURE AND EXTENT OF ANY RIGHT OF WAY, LEASE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION OR OTHER TITLE MATTER; (VI) WATER OR WATER RIGHTS, TOPOGRAPHY, GEOLOGY, DRAINAGE, SOIL OR SUBSOIL OF THE PROPERTY; (VII) THE UTILITIES SERVING THE PROPERTY; (VIII) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON; OR (IX) THE COMPLIANCE OF THE PROPERTY WITH ANY ZONING, ENVIRONMENTAL, BUILDING OR OTHER LAWS, RULES OR REGULATIONS AFFECTING THE PROPERTY. SELLER MAKES NO REPRESENTATION OR WARRANTY THAT THE PROPERTY COMPLIES WITH THE AMERICANS WITH DISABILITIES ACT OR ANY FIRE CODE OR BUILDING CODE. (e) Except due to which Buyer violations of the express representations, warranties and covenants of Seller contained in this Agreement, Seller is a party released from all responsibility and liability regarding the Property, including the development potential of the Property; the condition, valuation or any judgment, order, statuteutility of the Property, or regulation its suitability for any purpose whatsoever; title and survey matters with respect to the Property; and any responsibility or liability with respect to the presence in the soil, air, structures, and surface and subsurface waters, of hazardous substances. Buyer agrees that is applicable the matters released pursuant to this Section 10(e) are not limited to matters which are known or disclosed. In this transaction, Buyer acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, controversies, damages, costs, losses or expenses which are presently unknown, unanticipated and unsuspected, and Buyer further acknowledges that the release contained in this Section has been negotiated and agreed upon in light of the foregoing. Buyer expressly waives any provision of statutory or decisional law to the effect that a general release does not extend to claims which the releasing party does not know or suspect to exist in such party’s favor at the time of executing the release, which, if known by such party, must have materially affected such party’s settlement with the released parties. Notwithstanding the foregoing, nothing contained herein shall prevent a third party from bringing a claim or action against Seller in the same or similar proceeding as such third party has brought against Buyer. (f) The foregoing representations and warranties are true as of the date hereof and shall be true as of Closing in all material respects. The representations, the breach or default of which could reasonably be expected to have a material adverse effect on the ability warranties and covenants of Buyer to perform its obligations under set forth in this agreementAgreement shall survive Closing.

Buyer’s Representations, Warranties and Covenants. Each Buyer hereby represents and warrants to Seller as followsfollows as of the Effective Date and as of the Commercial Operation Date: (aA) Such Buyer is a [ ] corporation, duly organized, validly existing and in good standing under the laws of the State Commonwealth of [ ]. Buyer Kentucky and is qualified to do business in each other jurisdiction where the failure to so qualify would have a material adverse effect on upon the business or financial condition of such Buyer; and . (KU is also incorporated in Virginia.) Such Buyer has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this agreementPPA. (bB) The execution, delivery, and performance of its obligations under this agreement PPA by such Buyer have been duly authorized by all necessary corporate action, and do not and will not: (i) require any further consent or approval by any governing body approval, including from such Xxxxx’s board of Buyer, other than that which has been obtained and is in full force and effectdirectors; (ii) violate any Applicable Law, or violate any provision in any formation corporate documents of such Buyer, the violation of which could have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA; (iii) result in a breach or constitute a default under such Buyer’s formation documents corporate charter or bylaws, or under any agreement relating to the management or affairs of Buyer such Buyer, or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which such Buyer is a party or by which such Buyer or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA; or (iv) result in, or require the creation or imposition of of, any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this agreementPPA) upon or with respect to any of the assets or properties of such Buyer now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations under this agreementPPA. (cC) This agreement is a The obligations of such Buyer under this PPA are valid and binding obligation obligations of such Buyer, enforceable against it by the Seller, subject to customary exceptions for public policy and bankruptcy. (dD) The execution and performance of this agreement PPA will not conflict with or constitute a breach or default under any contract or agreement of any kind to which such Buyer is a party or any judgment, order, statute, or regulation that is applicable to such Buyer. (E) To the best knowledge of such Buyer, the breach or default all required Governmental Approvals necessary for such Xxxxx’s execution, delivery and performance of which could reasonably be expected to this PPA, other than Governmental Approvals identified as Buyers’ Conditions Precedent, have a material adverse effect on the ability of Buyer to perform its obligations under this agreementbeen duly obtained and are in full force and effect.