Common use of Company Contracts Clause in Contracts

Company Contracts. Except as set forth on the Disclosure ----------------- Schedule, all Company Contracts (as defined herein) are valid, subsisting, in full force and effect and binding upon the parties thereto in accordance with their terms, subject to the qualifications that enforcement of the rights and remedies created thereby is subject to (A) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and the Company is not in default under any of them, nor does any condition exist that with notice or lapse of time or both would constitute such a default. To the knowledge of the Seller, no other party to any such Company Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default. Subject to obtaining any consents required under the terms of the Company Contracts, all of the Company's rights under such Company Contracts will remain in full effect upon consummation of the transactions contemplated by this Agreement. For purposes of this Agreement, the term "Company Contracts" means and includes, and the Disclosure Schedule lists, all contracts, mortgages, debt instruments, security agreements, licenses, commitments, guaranties, leases, charters, franchises, powers of attorney and agency and other agreements to which the Company is a party or by which it is bound (excluding purchase and sale orders, inventory acquisition agreements and product distribution agreements, in each case made in the ordinary course of business in arms-length transactions and consistent in nature and scope with prior practices of the Company) as of the date of this Agreement and that: (i) involve or would involve the payment by the Company of in excess of $25,000 during any fiscal year, unless cancelable by the Company with notice of less than six (6) months and premium or penalty of less than $10,000; (ii) relate to the payment of royalties with respect to any products sold by the Company; (iii) guarantee, indemnify or otherwise cause the Company to be liable for the obligations or liabilities of another; (iv) involve the borrowing or lending of money, or the granting of any Lien; (v) involve an agreement with any bank, finance company or similar organization for the sale of any products of the Company on credit; (vi) involve the sale by or to the Company of products on consignment; (vii) are or contain a power of attorney; (viii) contain any renegotiation or redetermination provision; (ix) require or are otherwise contingent upon the payment of commissions or compensation to any person not a party to such Company Contract; (x) concern the formation of a partnership or joint venture; (xi) impose material noncompetition or confidentiality obligations on the Company with respect to a third party; (xii) involve any significant license agreement or arrangement; or (xiii) require the Company to supply any other party with such party's requirements for products or services.

Company Contracts. Except as set forth on (i) Schedule 3.01(m)(i) of the Disclosure ----------------- ScheduleSchedules contains a true, correct and complete list of all Company Contracts as of the Execution Date, which includes as of such Execution Date: (as defined hereinA) are all Contracts for the purchase, exchange or sale of electric power, capacity, ancillary services or Environmental Attributes; (B) all Contracts for the transmission of electric power; (C) all interconnection Contracts for electricity; (D) all Contracts with Seller, HASI or any of their respective Affiliates; and (E) all Contracts relating to the Acquired Interests or membership interests of the Company or the Black Rock Entities. (ii) Seller has provided Purchaser with, or access to, true, correct and complete copies of all the Company Contracts required to be disclosed on Schedule 3.01(m)(i) of the Disclosure Schedules and the agreements described on Schedule 3.01(y) of the Disclosure Schedules, and all amendments, modifications and supplements thereto. Each Company Contract constitutes the legal, valid, subsisting, in full force binding and effect enforceable obligation of the Company or the Black Rock Entities party thereto and binding upon the parties thereto in accordance with their terms, subject to the qualifications that enforcement Knowledge of Seller, the rights and remedies created thereby is subject to other parties thereto, except as may be limited by (Ai) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors creditors, and (Bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and the Company is not in default under any of them, nor does any condition exist that with notice or lapse of time or both would constitute such a default. To the knowledge of the Seller, no other party to any such Each Company Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default. Subject to obtaining any consents required under the terms full force and effect. (iii) Except as disclosed on Schedule 3.01(m)(iii) of the Disclosure Schedules, neither the Company Contractsnor the Black Rock Entities or, all to the Knowledge of the Company's rights under such Company Contracts will remain in full effect upon consummation of the transactions contemplated by this Agreement. For purposes of this AgreementSeller, the term "other parties thereto, is in material violation or material breach of or material default under any Company Contracts" means and includes, and the Disclosure Schedule lists, all contracts, mortgages, debt instruments, security agreements, licenses, commitments, guaranties, leases, charters, franchises, powers of attorney and agency and other agreements Contract to which the Company is a party or by which it is bound a party. (excluding purchase and sale ordersiv) None of Seller, inventory acquisition agreements and product distribution agreements, in each case made in the ordinary course of business in arms-length transactions and consistent in nature and scope with prior practices Company or any of the Company) as of the date of this Agreement and that: (i) involve Black Rock Entities has given or would involve the payment by the Company of in excess of $25,000 during received notice or other written communication regarding any fiscal yearactual, unless cancelable by the Company with notice of less than six (6) months and premium alleged, possible or penalty of less than $10,000; (ii) relate to the payment of royalties potential material violation or material breach with respect to any products sold by the Company; (iii) guarantee, indemnify or otherwise cause the Company to be liable for the obligations or liabilities of another; (iv) involve the borrowing or lending of moneymaterial provision of, or the granting of any Lien; (v) involve an agreement with material default under, or intent to cancel or terminate, any bank, finance company or similar organization for the sale of any products of the Company on credit; (vi) involve the sale by or to the Company of products on consignment; (vii) are or contain a power of attorney; (viii) contain any renegotiation or redetermination provision; (ix) require or are otherwise contingent upon the payment of commissions or compensation to any person not a party to such Company Contract; (x) concern the formation of a partnership , which violation, breach or joint venture; (xi) impose material noncompetition default has not been remedied, cured or confidentiality obligations on the Company with respect waived or for which any such intent to a third party; (xii) involve any significant license agreement cancel or arrangement; or (xiii) require the Company to supply any other party with such party's requirements for products or servicesterminate has been withdrawn.

Company Contracts. Except as set forth on the Disclosure ----------------- Schedule, (a) The Company has Previously Disclosed all Company Contracts existing on the date hereof, and provided to PWEI or its representatives true, complete and correct copies of all Company Contracts requested to be reviewed by any of them. Except where such event or circumstance can not reasonably be expected to have a Company Material Adverse Effect: (as defined hereini) all Company Contracts are valid, subsisting, in full force and effect and binding upon the parties thereto in accordance with their terms, subject to the qualifications that enforcement of the rights and remedies created thereby is subject to (A) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)written terms thereof, and there are no outstanding defaults by the Company is not in default under any of them, nor does any condition exist that with notice or lapse of time or both would constitute such a default. To to the knowledge of the SellerCompany any other party under any Company Contract, (ii) no event, act or omission has occurred which has resulted, or (with or without notice, the passage of time or both) could reasonably be expected to result, in a default by the Company under any Company Contract, and (iii) no other party to any such Company Contract is in default thereunderhas asserted the right, nor does and no such party has any condition exist that with notice right, to renegotiate or lapse of time or both would constitute such a default. Subject to obtaining any consents required under modify the terms or conditions of the any Company Contracts, all of the Company's rights under such Company Contracts will remain in full effect upon consummation of the transactions contemplated by this Agreement. Contract. (b) For purposes of this Agreement, the term term: (i) "Company ContractsContract" means and includesany contract, and the Disclosure Schedule listsagreement, instrument, undertaking, bid, commitment or arrangement, written or oral, of any kind or description whatsoever, including without limitation all contractsleases (of real or personal property), mortgageslicenses, indentures, credit agreements, debt instruments, guarantees, mortgages, security agreements, licensesjoint venture agreements, commitmentscompany or business acquisition or disposition agreements, guarantiesconcession agreements, leasesmanagement agreements, chartersconsulting agreements, franchisesemployment agreements, powers of attorney attorney, agency agreements, equipment purchase orders, customer purchase orders, supply orders, indemnity agreements, and agency agreements or covenants not to compete; and other agreements (ii) the term "Company Contract" means any Contract to which the Company is a party or by which it is bound (excluding purchase and sale ordersits businesses, inventory acquisition agreements and product distribution agreementsproperties, in each case made in the ordinary course of business in arms-length transactions and consistent in nature and scope with prior practices of the Company) as of the date of this Agreement and that: (i) involve assets or would involve the payment by the Company of in excess of $25,000 during any fiscal year, unless cancelable by the Company with notice of less than six (6) months and premium operations are subject or penalty of less than $10,000; (ii) relate to the payment of royalties with respect to any products sold by the Company; (iii) guarantee, indemnify or otherwise cause the Company to be liable for the obligations or liabilities of another; (iv) involve the borrowing or lending of money, or the granting of any Lien; (v) involve an agreement with any bank, finance company or similar organization for the sale of any products of the Company on credit; (vi) involve the sale by or to the Company of products on consignment; (vii) are or contain a power of attorney; (viii) contain any renegotiation or redetermination provision; (ix) require or are otherwise contingent upon the payment of commissions or compensation to any person not a party to such Company Contract; (x) concern the formation of a partnership or joint venture; (xi) impose material noncompetition or confidentiality obligations on the Company with respect to a third party; (xii) involve any significant license agreement or arrangement; or (xiii) require the Company to supply any other party with such party's requirements for products or servicesbound.

Company Contracts. Except as set forth on the Disclosure ----------------- Schedule, ----------------- all Company Contracts (as defined herein) are valid, subsisting, in full force and effect and binding upon the parties thereto in accordance with their terms, subject to the qualifications that enforcement of the rights and remedies created thereby is subject to (A) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and the Company is not in default under any of them, nor does any condition exist that with notice or lapse of time or both would constitute such a default. To the knowledge of the Seller, no other party to any such Company Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default. Subject to obtaining any consents required under the terms of the Company Contracts, all of the Company's rights under such Company Contracts will remain in full effect upon consummation of the transactions contemplated by this Agreement. For purposes of this Agreement, the term "Company Contracts" means and includes, and the Disclosure Schedule lists, all contracts, mortgages, debt instruments, security agreements, licenses, commitments, guaranties, leases, charters, franchises, powers of attorney and agency contracts and other agreements to which the Company is a party or by which it is bound (excluding purchase and sale orders, inventory acquisition agreements and product distribution agreements, in each case made in the ordinary course of business in arms-length transactions and consistent in nature and scope with prior practices of the Company) as of the date of this Agreement and that: (i) involve or would involve the payment by the Company of in excess of $25,000 during any fiscal year, unless cancelable by the Company with notice of less than six (6) months and premium or penalty of less than $10,000; (ii) relate to the payment of royalties with respect to any products sold by the Company; (iii) guarantee, indemnify or otherwise cause the Company to be liable for the obligations or liabilities of another; (iv) involve the borrowing or lending of money, or the granting of any Lien; (v) involve an agreement with any bank, finance company or similar organization for the sale of any products of the Company on credit; (vi) involve the sale by or to the Company of products on consignment; (vii) are or contain a power of attorney; (viii) contain any renegotiation or redetermination provision; (ix) require or are otherwise contingent upon the payment of commissions or compensation to any person not a party to such Company Contract; (x) concern the formation of a partnership or joint venture; (xi) impose material noncompetition or confidentiality obligations on the Company with respect to a third party; (xii) involve any significant license agreement or arrangement; or (xiii) require the Company to supply any other party with such party's requirements for products or services.