Common use of BY THE COMPETITIVE SUPPLIER Clause in Contracts

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to itRule; d) subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Town’s Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to the Municipality’s entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to itRule; d) subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town Municipality pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Municipality’s Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurateaccurate to the best of Competitive Supplier’s knowledge at the time the statement was made.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA by the Competitive Supplier are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) To the best of its knowledge, none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcyBankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the Town benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as followsthat the following are true: a) This ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with the ESA’s terms, subject to applicable law, and the Competitive Supplier can and will perform its obligations hereunder to the Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity. b) Subject to the conditions set forth in Article 2.4: i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; bii) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; ciii) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; eiv) no Bankruptcy bankruptcy is pending against it or to its knowledge threatened against it; fv) none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the Town benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and gvi) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town City as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town City in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town City pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town City as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to itRule; d) subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town City pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the City’s Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Execution Date of this ESA as follows: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; (b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; (c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; (d) subject to the conditions set forth in Article ARTICLE 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcyBankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; (e) no Bankruptcy is pending against it or to its knowledge threatened against it; (f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the Town benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and (g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to it; d) Rule; subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; ed) no Bankruptcy is pending against it or to its knowledge threatened against it; fe) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and gf) all information furnished by Competitive Supplier in response to the Town’s Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town City as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to itRule; d) subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town City pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request City’s request for Proposals proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town City as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town City in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town City pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurateaccurate to the best of Competitive Supplier’s knowledge at the time the statement was made.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Execution Date of this ESA as follows: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; (b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; (c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; (d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcyBankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; (e) no Bankruptcy is pending against it or to its knowledge threatened against it; (f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the Town benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and (g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town City as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to it; d) Rule; subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; ed) no Bankruptcy is pending against it or to its knowledge threatened against it; fe) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town City pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and gf) all information furnished by Competitive Supplier in response to the City ’s Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to itRule; d) subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Town's Request for Proposals for competitive electric supply services to the best of our knowledge and belief is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request request for Proposals bids for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as follows: as of the date of execution of this ESA, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with the ESA’s terms, and the Competitive Supplier can and will perform its obligations hereunder to the Municipality in conformance with the terms and conditions of this ESA, subject to Bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally and general principles of equity. as of the Effective Date of this ESA as follows: a) ESA, and subject to the conditions set forth in Article 2.4: it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) ; it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) ; the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) ; no Bankruptcy is pending against it or to its knowledge threatened against it; f) ; none of the documents or other written information furnished by or on behalf of Competitive Supplier to or for the Town benefit of the Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) and all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town City as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA by the Competitive Supplier are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town City in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) To the best of its knowledge, none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town City pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of the Competitive Supplier to the Town Municipality pursuant to this ESA, contains any untrue statement 24 of 40 ECOMNEMASUDBURYESA051920 of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by the Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) to the best of its knowledge none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) to the best of its knowledge all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action action, and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid valid, and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request Requestrequest for Proposals Proposalsbids for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESA, the Competitive Supplier hereby represents and warrants to the Town Municipality as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESA; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any Governmental Rule applicable to it; d) subject to the conditions set forth in Article 2.4, this ESA constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town Municipality in conformance with the terms and conditions of this ESA, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor’s 's rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town Municipality pursuant to this ESA, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to the Town’s entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to itRule; d) subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Town’s Request for Proposals for competitive electric supply services is true and accurate.

BY THE COMPETITIVE SUPPLIER. As a material inducement to entering into this ESAAgreement, the Competitive Supplier hereby represents and warrants to the Town as of the Effective Date of this ESA as follows: a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary for it to perform its obligations under this ESAAgreement; b) it has all authorizations from any Governmental Authority necessary for it to legally perform its obligations under this ESA or Agreement or, if such authorizations are not required by law on the Effective Date, it will obtain such authorizations in a timely manner prior to when any performance by it requiring such authorization becomes due; c) the execution, delivery and performance of this ESA Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a party or any applicable Governmental Rule applicable to itRule; d) subject to the conditions precedent set forth in Article 2.42, this ESA Agreement constitutes a legal, valid and binding obligation of the Competitive Supplier enforceable against it in accordance with its terms, and the Competitive Supplier has all rights such that it can and will perform its obligations to the Town in conformance with the terms and conditions of this ESAAgreement, subject to bankruptcy, insolvency, reorganization reorganizations and other laws affecting creditor’s rights generally and general principles of equity; e) no Bankruptcy is pending against it or to its knowledge threatened against it; f) none of the documents or other written information furnished by or on behalf of Competitive Supplier to the Town pursuant to this ESA, Agreement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading; and g) all information furnished by Competitive Supplier in response to the Town’s Request for Proposals for competitive electric supply services is true and accurateaccurate in all material respects to the best of Competitive Supplier’s knowledge.