Energy Regulatory Matters. (1) The sale of each such Project to Purchaser will not (A) cause Purchaser, the Investor or any of their direct or indirect owners to become subject to, or not exempt from, regulation under the Federal Power Act or the Public Utility Holding Company Act of 2005, (B) require the approval of any Governmental Authority pursuant to state or local law, or (C) cause Purchaser, the Investor or any of their direct or indirect owners to become subject to, or not exempt from, regulation as a “public utility”, “electric utility” or similar designation under state or local law.
(2) The PV System for each such Project is a qualifying facility pursuant to 18 C.F.R. § 292.101(b)(1) and a qualifying small power production facility pursuant to 18 C.F.R. § 292.203(a) of FERC’s regulations and has or will have, together with all other PV Systems of all such Projects located within a mile of each such Project, a power production capacity of no more than twenty (20) MW (AC) and, to the extent required under FERC regulations to preserve such status, such Seller shall have filed or will file with FERC a notice of self-certification, or have obtained or will obtain from FERC an order granting certification, with respect to such status.
Energy Regulatory Matters. Except, in the case of paragraphs (a) through (e) below, as would not reasonably be expected to have a Material Adverse Effect:
(a) Each of the electrical generating facilities owned by Holdings or any of its Subsidiaries located in the United States is, or will be, beginning at the time of first generating electric energy, (i) a small power production facility that is a qualifying facility (“QF”) under the Federal Energy Regulatory Commission’s (“FERC’s”) regulations at 18 C.F.R. Part 292 (“PURPA Regulations”) under the Public Utility Regulatory Policies Act of 1978 (“PURPA”) (such status as a QF, “QF Status”); or, (ii) if not a QF, then owned or operated by an “Exempt Wholesale Generator” or “EWG” within the meaning of the Public Utility Holding Company Act of 2005 (“PUHCA”) (such status as an EWG, “EWG Status”). The QF Status of each such electrical generating facility that is a QF has been or will be, by the time such facility begins to generate electric energy, validly obtained through certification or self‑certification pursuant to the PURPA Regulations, or certification or self-certification with respect to such QF Status is not required pursuant to 18 C.F.R. § 292.203(d). The EWG Status of any owner or operator of such electrical generating facility that is an EWG has been or will be, by the time such facility begins to generate electric energy, validly obtained through determination or self-certification pursuant to the FERC’s regulations at 18 C.F.R. Part 366 (“PUHCA Regulations”).
(b) Each Subsidiary of Holdings that directly owns electrical generating facilities located outside of the United States is a foreign utility company (“FUCO”) under the PUHCA Regulations.
(c) Holdings and its Subsidiaries are not subject to, or are exempt from, regulation under the federal access to books and records provisions of PUHCA (the “PUHCA Exemption”). Any of Holdings and any Subsidiary that is a holding company as defined under PUHCA, are holding companies under PUHCA solely with respect to one or more QFs, FUCOs or EWGs and are entitled to the benefit of blanket authorization under Section 203(a)(2) of the Federal Power Act (“FPA”) pursuant to 18 C.F.R. § 33.1(c)(6) and (c)(8).
(d) If and to the extent that Holdings or a Subsidiary of Holdings is subject to regulation under Sections 204, 205 and 206 of the FPA it (i) makes all of its sales of electricity exclusively at wholesale, (ii) has authority to engage in wholesale sales of electricity at market-based ...
Energy Regulatory Matters. (a) Except for general industry proceedings, including audits or reviews of individual companies arising from general industry proceedings, there are no pending or, to Seller’s Knowledge, threatened FERC administrative or regulatory proceedings to which Seller is a party.
(b) No approval by any State Regulatory Authority is required in connection with the execution and delivery of this Agreement and the other Transaction Agreements by Seller or the consummation of the transactions contemplated hereby and thereby.
Energy Regulatory Matters. (a) Each Generation Portfolio Company that owns or operates facilities used for the generation, transmission, or distribution of electric energy for sale meets the requirements for, and has been determined by FERC to be, either an “exempt wholesale generator” (“Exempt Wholesale Generator”) within the meaning of PUHCA or such facilities meet the requirements of a “qualifying cogeneration facility” or a “qualifying small power production facility” (either a “Qualifying Facility”) within the meaning of PURPA. The Loan Parties, the Company Group Parties and the Generation Portfolio Companies are not subject to or are exempt from regulation under PUHCA (other than, with respect to the Generation Portfolio Companies that own or operate facilities used for the generation, transmission, or distribution of electric energy for sale, maintaining status as a Qualifying Facility under PURPA or an Exempt Wholesale Generator within the meaning of PUHCA).
(b) Each of (i) the Generation Portfolio Companies that are a “public utility” within the meaning of the FPA and not otherwise exempt from regulation under Sections 205 and 206 of the FPA (“FPA-Jurisdictional Generation Portfolio Companies”) have a validly-issued order from FERC, not subject to any pending challenge or investigation: (x) authorizing it to engage in wholesale sales of electricity and, to the extent permitted under its market-based rate tariff, other products and services at market-based rates; and (y) granting such waivers and authorizations as are customarily granted to power marketers by FERC, including blanket authorizations to issue securities and assume liabilities pursuant to Section 204 of the FPA (together, “FPA MBR Authorizations, Exemptions and Waivers”). As of the Closing Date, FERC had not issued any orders imposing a rate cap, mitigation measure, or other limitation on the FPA MBR Authorizations, Exemptions and Waivers of the FPA-Jurisdictional Generation Portfolio Companies or any of the FPA-Jurisdictional Generation Portfolio Companies’ authority to engage in sales of electricity at market-based rates, other than rate caps and mitigation measures generally applicable to wholesale suppliers participating in the applicable FERC-jurisdictional electric market (although, to the knowledge of the Loan Parties, there are no generally applicable challenges currently pending before FERC to the market-based rate authorization of wholesale suppliers in the electric markets in which the Generation Port...
Energy Regulatory Matters. Except as set forth on Section 5.1(o) of the Company Disclosure Letter, the Company is a “holding company” under the Public Utility Holding Company Act of 2005 (including the regulations of the FERC thereunder) with a currently effective waiver of the accounting, record-retention and reporting requirements to the extent set forth in 18 C.F.R.§ 366.3(c). Oncor is subject to regulation (i) under Texas Law as a “public utility,” an “electric utility” and a “transmission and distribution utility” (as such terms are defined under the Texas Public Utility Regulatory Act, as amended and under the ERCOT Protocols (as defined below) as a “transmission and/or distribution service provider” (as such term is defined in the ERCOT Protocols), (ii) by FERC as a “transmitting utility” under the Federal Power Act and (iii) by FERC, the North American Electric Reliability Corporation (“NERC”) and the TRE as a “user, owner and operator of the bulk-power system” under Section 215 of the Federal Power Act, and its associated contracts, tariffs and other facilities listed in Section 5.1(o) of the Company Disclosure Letter are subject to FERC jurisdiction under FERC orders. As identified in Section 5.1(o) of the Company Disclosure Letter, Oncor also holds franchises granted by municipalities and other Governmental Entities for the placement of utility facilities in or along public rights of way. Except as set forth in Section 5.1(o) of the Company Disclosure Letter, the Company and its Subsidiaries are not parties to any ongoing regulatory proceedings at the PUCT or the FERC, and the Company and its Subsidiaries are not parties to any ongoing enforcement actions by the PUCT, the FERC, the TRE or the NERC, except for such regulatory proceedings and enforcement actions that have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.
Energy Regulatory Matters. (a) SU is an “associate company” in a “holding company system” as those terms are defined in the Public Utility Holding Company Act of 2005 and FERC’s regulations thereunder which has a currently effective waiver of the accounting, record-retention and reporting requirements thereunder pursuant to 18 C.F.R. § 366.3(c). SU is subject to regulation (i) under Texas Law as a “public utility,” an “electric utility” and a “transmission and distribution utility” (as such terms are defined under PURA and under the ERCOT Protocols as a “Transmission and/or Distribution Service Provider” (as such term is defined in the ERCOT Protocols), and (ii) by FERC, NERC and the TRE as a “user, owner and operator of the bulk-power system” under Section 215 of the Federal Power Act.
(b) Since January 1, 2015, the SU Entities have filed or caused to be filed with each of the PUCT, ERCOT, FERC, NERC, TRE and any other Governmental Entity exercising jurisdiction over any SU Entity all material forms, statements, reports, agreements, and documents (including all exhibits, amendments and supplements thereto) required by applicable Law or Order to be filed by such SU Entity in connection with the conduct or operation of the Subject SU Operations.
Energy Regulatory Matters. (a) Transwestern is a “natural gas company” as that term is defined in Section 2 of the Natural Gas Act of 1938 (the “Natural Gas Act”) and MEP, once certificated and constructed, will likewise be a “natural gas company.” Each of the ETIH Group Entities, as applicable, is in compliance in all material respects with the provisions of the Natural Gas Act, the Natural Gas Policy Act of 1978 (“NGPA”), the Pipeline Safety Improvement Act of 2002, and the rules and regulations promulgated by FERC pursuant thereto. Each of the ETIH Group Entities, as applicable, is in compliance in all material respects with the terms and conditions of all tariff provisions, FERC rate and certificate orders, and other orders and authorizations issued by FERC, in each case as applicable to any of the ETIH Group Entities. No approval by FERC under the Natural Gas Act or the Federal Power Act is required in connection with the execution and delivery of this Agreement by ETP or the consummation of the transactions contemplated hereby. Except as disclosed in Section 3.19(a) of the ETP Disclosure Schedule, the Form No. 2 Annual Reports filed by any of the ETIH Group Entities with FERC for the years ended December 31, 2006 and December 31, 2007 were true and correct in all material respects as of the dates thereof, and since December 1, 2006, no ETIH Group Entity has become subject to any proceeding under Section 5 of the Natural Gas Act or any general rate case proceeding commenced under Section 4 of the Natural Gas Act by reason of a filing made with the FERC after December 1, 2006.
(b) Except as disclosed in Section 3.19(b) of the ETP Disclosure Schedule and except for general industry proceedings, including audits or reviews of individual companies arising from general industry proceedings, there are no pending or, to ETP’s Knowledge, threatened FERC administrative or regulatory proceedings, including without limitation any rate proceeding under Section 4 or Section 5 of the Natural Gas Act or any Natural Gas Act Section 7 certificate proceedings, investigations, complaints, audits or show cause proceedings to which any of the ETIH Group Entities is a party.
(c) No approval by any State Regulatory Authority is required in connection with the execution and delivery of this agreement by ETP or the consummation of the transactions contemplated herein. Except as indicated in Section 4.19 of the ETP Disclosure Schedule, Canyon has not become subject to any proceeding before any State Reg...
Energy Regulatory Matters. Except as indicated in Section 4.19 of the OGE Disclosure Schedule, none of the Enogex Group Entities is a “natural gas company” under the Natural Gas Act and none of the Enogex Group Entities has operated or provided services in a manner that would subject it to FERC jurisdiction over rates and terms of service pursuant to the Natural Gas Act. With the exception of Enogex, which provides intrastate transportation services pursuant to Section 311 of the NGPA, none of the Enogex Group Entities has performed services, or is subject to regulation under the NGPA. No approval by any State Regulatory Authority is required in connection with the execution and delivery of this agreement by OGE or the consummation of the transactions contemplated herein. Except as indicated in Section 4.19 of the OGE Disclosure Schedule, none of the Enogex Group Entities has become subject to any proceeding before any State Regulatory Authorities relating to their rates or facilities.
Energy Regulatory Matters. (a) No approval by FERC under the Interstate Commerce Act is required in connection with the execution and delivery of this Agreement by SemStream or the consummation of the transactions contemplated hereby.
(b) Except for general industry proceedings, including audits or reviews of individual companies arising from general industry proceedings, there are no pending or, to the Knowledge of SemStream, threatened FERC administrative or regulatory proceedings to which SemStream is a party.
(c) No approval by any State Regulatory Authority is required in connection with the execution and delivery of this Agreement by SemStream or the consummation of the transactions contemplated herein.
Energy Regulatory Matters. Each of the Borrower and the Restricted Subsidiaries (a) to the extent any such entity is a “public utility” under the FPA, such entity has obtained blanket authority from FERC to issue securities and assume liabilities pursuant to Section 204 of the FPA or is otherwise subject to exemption with respect to such activities and (b) with respect to any such entity that is a “public-utility company” under PUHCA, is an “exempt wholesale generator” or is otherwise subject to similar exemption under PUHCA.
