Common use of Covenants of the Parties Clause in Contracts

Covenants of the Parties. 10.1 ISO represents and warrants to Owner as follows: 10.1.1 The ISO is a validly existing corporation with full authority to enter into this Agreement. 10.1.2 The ISO has full power and authority to enter into this Agreement and perform all of the ISO’s obligations, representations, warranties, and covenants under this Agreement. 10.1.3 The ISO has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of the ISO. 10.1.4 The ISO has all regulatory authorizations necessary for it to perform its obligations under this Agreement. 10.1.5 The execution, delivery, and performance of this Agreement are within ISO’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2 Owner represents and warrants to ISO as follows: 10.2.1 Owner is duly organized, validly existing and in good standing under the Laws of the jurisdiction under which it is organized, and is authorized to do business in New York. 10.2.2 Owner has full power and authority to enter into this Agreement and to perform (directly, or through its agents and assigns that are authorized pursuant to Section 11.1 of this Agreement) all of Owner’s duties, obligations, representations, warranties, and covenants under this Agreement, including the power to offer Energy, Unforced Capacity, and Ancillary Services from each RMR Generator, and to operate, maintain, and administer each RMR Generator, all in accordance with (a) the ISO Tariffs, (b) this Agreement, and (c) the ISO Procedures. 10.2.3 Owner has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of Owner. 10.2.4 Owner possesses, or has applied for, all regulatory authorizations, necessary for it to perform its obligations under this Agreement. 10.2.5 The execution, delivery, and performance of this Agreement are within the Owner’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2.6 Owner is not in violation of any Laws, ordinances, or governmental rules, regulations or Order of any Governmental Authority or arbitration board materially affecting the performance of this Agreement. 10.2.7 Owner is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt. 10.2.8 Owner is an ISO Customer [and an ISO Transmission Customer,] and acknowledges that it has reviewed and is familiar with the ISO Tariffs. 10.2.9 Owner acknowledges and affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the Term of this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Owner’s performance of its obligations under this Agreement.

Covenants of the Parties. 10.1 10.1. ISO represents and warrants to Owner and Lead Participant as follows: 10.1.1 The 10.1.1. ISO is a validly existing corporation with full authority to enter into this Agreement. 10.1.2 The ISO has full power and authority to enter into this Agreement and perform all of the ISO’s obligations, representations, warranties, and covenants under this Agreement. 10.1.3 The 10.1.2. ISO has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of the ISO. 10.1.4 The 10.1.3. ISO has all regulatory authorizations necessary for it to perform its obligations under this Agreement. 10.1.5 10.1.4. The execution, delivery, and performance of this Agreement are within ISO’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2 10.2. Owner represents and warrants to ISO as follows: 10.2.1 10.2.1. Owner is duly organized, a validly existing and in good standing under the Laws of the jurisdiction under which it is organized, and is authorized to do business in New York. 10.2.2 Owner has entity with full power and authority to enter into this Agreement and to perform (directly, or through its agents and assigns that are authorized pursuant to Section 11.1 of this Agreement) all of Owner’s duties, obligations, representations, warranties, and covenants under this Agreement, including the power to offer Energy, Unforced Capacity, and Ancillary Services from each RMR Generator, and to operate, maintain, and administer each RMR Generator, all in accordance with (a) the ISO Tariffs, (b) this Agreement, and (c) the ISO Procedures. 10.2.3 10.2.2. Owner has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of Owner. 10.2.4 10.2.3. Owner possesseshas, or has applied for, all regulatory authorizations, necessary for it to perform its obligations under this Agreement. 10.2.5 10.2.4. The execution, delivery, and performance of this Agreement are within the Owner’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2.6 Owner 10.3. Lead Participant represents and warrants to ISO as follows: 10.3.1. Lead Participant is not in violation of any Laws, ordinances, or governmental rules, regulations or Order of any Governmental Authority or arbitration board materially affecting the performance of a validly existing entity with full authority to enter into this Agreement. 10.2.7 Owner is not bankrupt, does not contemplate becoming bankrupt nor, 10.3.2. Lead Participant has taken all necessary measures to its knowledge, will become bankrupt. 10.2.8 Owner is an ISO Customer [have the execution and an ISO Transmission Customer,] and acknowledges that it has reviewed and is familiar with the ISO Tariffs. 10.2.9 Owner acknowledges and affirms that the foregoing representations, warrantiesdelivery of this Agreement authorized, and covenants are continuing in nature throughout upon the Term execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of Agent. 10.3.3. For purposes of this SectionLead Participant has, “materially affecting performance” means resulting in a materially adverse effect on Owner’s performance of or has applied for, all regulatory authorizations, necessary for it to perform its obligations under this Agreement. 10.3.4. The execution, delivery, and performance of this Agreement are within the Lead Participants powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it.

Covenants of the Parties. 10.1 10.1. ISO represents and warrants to Owner as follows: 10.1.1 10.1.1. The ISO is a validly existing corporation with full authority to enter into this Agreement. 10.1.2 10.1.2. The ISO has full power and authority to enter into this Agreement and perform all of the ISO’s obligations, representations, warranties, and covenants under this Agreement. 10.1.3 10.1.3. The ISO has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of the ISO. 10.1.4 10.1.4. The ISO has all regulatory authorizations necessary for it to perform its obligations under this Agreement. 10.1.5 10.1.5. The execution, delivery, and performance of this Agreement are within ISO’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2 10.2. Owner represents and warrants to ISO as follows: 10.2.1 10.2.1. Owner is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction under which it is organized, and is authorized to do business in New York. 10.2.2 10.2.2. Owner has full power and authority to enter into this Agreement and to perform (directly, or through its agents and assigns that are authorized pursuant to Section 11.1 of this Agreement) all of Owner’s duties, obligations, representations, warranties, and covenants under this Agreement, including the power to offer Energy, Unforced Capacity, and Ancillary Services from each RMR Generator, and to operate, maintain, and administer each RMR Generator, all in accordance with with (a) the ISO Tariffs, (b) this Agreement, and (c) the ISO Procedures. 10.2.3 10.2.3. Owner has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of Owner. 10.2.4 10.2.4. Owner possesses, or has applied for, all regulatory authorizations, necessary for it to perform its obligations under this Agreement. 10.2.5 10.2.5. The execution, delivery, and performance of this Agreement are within the Owner’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2.6 10.2.6. Owner is not in violation of any Lawslaws, ordinances, or governmental rules, regulations or Order order of any Governmental Authority or arbitration board materially affecting the performance of this Agreement. 10.2.7 10.2.7. Owner is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt. 10.2.8 10.2.8. Owner is an ISO Customer [and an ISO Transmission Customer,] and acknowledges that it has reviewed and is familiar with the ISO ISO’s Tariffs. 10.2.9 10.2.9. Owner acknowledges and affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the Term term of this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Owner’s performance of its obligations under this Agreement.

Covenants of the Parties. 10.1 10.1. ISO represents and warrants to Owner as follows: 10.1.1 10.1.1. The ISO is a validly existing corporation with full authority to enter into this Agreement. 10.1.2 10.1.2. The ISO has full power and authority to enter into this Agreement and perform all of the ISO’s obligations, representations, warranties, and covenants under this Agreement. 10.1.3 10.1.3. The ISO has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of the ISO. 10.1.4 10.1.4. The ISO has all regulatory authorizations necessary for it to perform its obligations under this Agreement. 10.1.5 10.1.5. The execution, delivery, and performance of this Agreement are within ISO’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2 10.2. Owner represents and warrants to ISO as follows: 10.2.1 10.2.1. Owner is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction under which it is organized, and is authorized to do business in New York. 10.2.2 10.2.2. Owner has full power and authority to enter into this Agreement and to perform (directly, or through its agents and assigns that are authorized pursuant to Section 11.1 of this Agreement) all of Owner’s duties, obligations, representations, warranties, and covenants under this Agreement, including the power to offer Energy, Unforced Capacity, and Ancillary Services from each RMR Generator, and to operate, maintain, and administer each RMR Generator, all in accordance with with (a) the ISO Tariffs, (b) this Agreement, and (c) the ISO Procedures. 10.2.3 10.2.3. Owner has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of Owner. 10.2.4 10.2.4. Owner possesses, or has applied for, all regulatory authorizations, necessary for it to perform its obligations under this Agreement. 10.2.5 10.2.5. The execution, delivery, and performance of this Agreement are within the Owner’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it. 10.2.6 10.2.6. Owner is not in violation of any Lawslaws, ordinances, or governmental rules, regulations or Order order of any Governmental Authority or arbitration board materially affecting the performance of this Agreement. 10.2.7 10.2.7. Owner is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt. 10.2.8 10.2.8. Owner is an ISO Customer [and an ISO Transmission Customer,] and acknowledges that it has reviewed and is familiar with the ISO ISO’s Tariffs. 10.2.9 10.2.9. Owner acknowledges and affirms that the foregoing representations, warranties, and covenants are continuing in nature throughout the Term termTerm of this Agreement. For purposes of this Section, “materially affecting performance” means resulting in a materially adverse effect on Owner’s performance of its obligations under this Agreement.of