FERC Matters. Any Claim made with respect to any inaccuracy in any representation or warranty set forth in Sections 4.4 or 5.5 of the PSA, but only to the extent that such Claim arises from a material agreement, permit, or study performed in response to regulatory requirements or written correspondence from the Federal Energy Regulatory Commission (“FERC”) that predates Closing, if such material agreement, permit, or study (or unresolved matter with FERC related thereto) was not disclosed in the PSA, and is binding on any Seller or Company, or which addresses a Seller’s or Company’s operations or assets, which failure results in a Material Adverse Effect, with respect to which no claims may be asserted hereunder after twelve (12) months following the Closing Date. Agreement Regarding Representations and Warranties
FERC Matters. 5.19.1 Cause each applicable Project Company to prepare and file with FERC, within 20 Banking Days of the Closing Date, a self-certification using FERC Form 556 updating 45 the Project's prior certification or self-certification, as applicable, to include any changes that have occurred as a result of the Acquisition. Each such self-certification shall comply with all applicable FERC rules and regulations.
5.19.2 Cause each applicable Project Company to receive all necessary approvals under the law (including applicable FERC rules and regulations) before selling any electrical energy to any Person other than Edison.
FERC Matters. 5.11.1 The Buyer and the Seller and their Affiliates will cooperate in obtaining (a) waivers from the FERC of its capacity release regulations and any other applicable FERC regulations (the “FERC Waivers”), and (b) related approvals, including but not limited to securing any and all timely consents to transfer from interstate pipelines providing transportation service pursuant to the FERC Jurisdictional Contracts (the “Pipeline Waivers”), and (c) execution of all necessary documents, as may be reasonably necessary to facilitate the permanent transfer from the Seller and its Affiliates to the Buyer or its designee of those contracts set forth on Schedule 5.11 (or any renewals, extensions or replacements thereof) (collectively, the “FERC Jurisdictional Contracts”). Upon receipt of such FERC Waivers and any or all of the Pipeline Waivers, the Seller or its Affiliate will assign or release to the Buyer or its designee their interests in the FERC Jurisdictional Contracts, on rates, terms and conditions identical to those being paid by the Seller, their Affiliates or their designees prior to the contemplated transfer.
5.11.2 From and after the later of Closing or the commencement of services under any FERC Jurisdictional Contract, until the earlier of (a) the effective date of the transfer of each such FERC Jurisdictional Contract to the Buyer or its designee in accordance with this Section 5.11.1 or to a Third Party pursuant to Section 5.11.3, or (b) if such transfer of a FERC Jurisdictional Contract does not occur, termination of the applicable FERC Jurisdictional Contract; the Seller shall, or shall cause its Affiliates to purchase hydrocarbons produced from the Properties at a price equal to 100% of the weighted average sales price of the products marketed, including natural gas liquids, if applicable, less applicable transportation fees and expenses and a marketing fee equal to one and one-half percent (1½%). Seller will cause its parent, Chesapeake Energy Corporation, to provide Buyer with a performance guaranty of the obligations under such purchase arrangement .
5.11.3 In the event that the Parties are unable to obtain the FERC Waivers or the Pipeline Waivers, the Buyer may request at any time, and upon receipt of such request from the Buyer, the Seller shall, and shall cause their PURCHASE AND SALE AGREEMENT 47 Affiliates to, cooperate with arranging for each counterparty under the FERC Jurisdictional Contracts to post the Seller’s and its Affiliates’ p...
FERC Matters. (a) CRC hereby represents and warrants to the Ares Entities that every electric generating facility, to the extent it is directly or indirectly, in whole or in part, owned, operated, managed or controlled by CRC, including the Elk Hills Cogen plant (unit codes U1 and U2) located in California (the “EHP Cogen Plant”), the Elk Hills Power plant (unit codes CTG 1, CTG 2 and STG) located in California (the “EHP Plant”) and the THUMS CT plant (unit code GEN1) located in California (the “THUMS CT Plant”), is (i) a qualifying cogeneration facility under 16 U.S.C. § 796(18)(b) that is in compliance with the requirements set forth in 18 C.F.R. § 292.205(a) (a “QF”), and/or (ii) an “exempt wholesale generator” under the Public Utility Holding Company Act of 2005 (“EWG”) and/or (iii) not engaged in the sale of electric energy. CRC and each electric generating facility that is directly or indirectly, in whole or in part, owned, operated, managed or controlled by CRC, including the EHP Cogen Plant, the EHP Plant and the THUMS CT Plant, is in compliance with, or not in violation of, the applicable regulations of the Federal Energy Regulatory Commission in all material respects. None of CRC nor any electric generating facility or seller of electricity that is directly or indirectly, in whole or in part, owned, operated, managed or controlled by CRC, including the EHP Cogen Plant, the EHP Plant and the THUMS CT Plant, is a “public utility,” as that term is defined under the Federal Power Act, as amended (“FPA”), except for Elk Hills Power.
(b) As a condition to both the effectiveness of the Final Approval Order and the consummation of a conversion pursuant to the Conversion Right, CRC shall have delivered a certificate of an officer of CRC in his or her official capacity stating that, after due inquiry, the representation set forth in Section 3.8(a) is true and correct as of such date.
(c) Until the earlier of (x) termination of this Agreement in accordance with its terms, (y) effectiveness of a Confirmed Plan and (z) December 31, 2021, under no circumstance whatsoever shall CRC suffer, cause or permit itself or any direct or indirect subsidiary of CRC to directly or indirectly, in whole or in part, own, operate, manage or control any electric power generating facility that is not a QF and/or an EWG. Until the earlier of (x) termination of this Agreement in accordance with its terms, (y) effectiveness of a Confirmed Plan and (z) December 31, 2021, CRC and each electric po...
FERC Matters. (a) No consent, approval, authorization, order, registration or qualification of or with the Federal Energy Regulatory Commission (the “FERC”) with respect to the pipeline operations of the QMLP Entities is required in connection with the transactions contemplated by this Agreement, the Mergers or the execution, delivery and performance of this Agreement.
(b) There are no material legal or governmental proceedings relating to QMLP’s pipelines operations pending or threatened in writing against any QMLP Entity by or before the FERC or on appeal from the FERC.
(c) FERC has issued a certificate of public convenience and necessity pursuant to Section 7(c) of the Natural Gas Act and the regulations promulgated thereunder authorizing the QMLP Entities to operate as a natural gas company, and to acquire, own, operate, and maintain the QMLP Entities’ pipeline system as an interstate natural gas pipeline. FERC has further issued blanket certificates of public convenience and necessity pursuant to (i) 18 C.F.R. Part 284, Subpart G authorizing QMLP to provide certain transportation services on an open access basis, (ii) 18 C.F.R. Part 284, Subpart J authorizing the QMLP Entities to make certain sales of natural gas, and (iii) 18 C.F.R. Part 157, Subpart F authorizing the QMLP Entities to construct, acquire, and abandon certain facilities.
(d) The QMLP Entities have complied and are in compliance in all material respects with (i) all statutory, regulatory, certificate, and tariff requirements applicable to the QMLP Entities or its pipeline system, including requirements established by FERC order, (ii) all reporting, filing, and other requirements applicable to the construction and operation of an interstate natural gas pipeline subject to FERC’s jurisdiction, and (iii) all requirements applicable to the holders of the certificates of public convenience and necessity referenced in
FERC Matters. Except for any failures or exceptions that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Company and its Subsidiaries that (i) own operating facilities in the United States meets the requirements for, and has made the necessary filings with, or has been determined by, the Federal Energy Regulatory Commission (“FERC”) to be an exempt wholesale generator (“EWG”) within the meaning of Section 1262(6) of Public Utility Holding Company Act of 2005 (“PUHCA”); (ii) is an EWG making wholesale sales not exempt from Section 205 of the Federal Power Act (“FPA”) is authorized by FERC pursuant to Section 205 of the FPA to sell electric power, including energy and capacity and certain ancillary services, at market-based rates and has received or applied for such waivers and blanket authorizations as are customarily granted by FERC to entities authorized to sell electric power at market-based rates, including, but not limited to, authorization to issue securities and assume obligations or liabilities pursuant to Section 204 of the FPA; and (iii) operate with EWG certifications or market-based rate authorizations under Section 205 of the FPA and are in compliance in all material respects with the terms and conditions of all orders issued by FERC under Sections 203, 204 and 205 of the FPA.
FERC Matters. Following the date of this Agreement and prior to the Closing, the Parties shall reasonably cooperate with each other to cause (a) the Seller to be relieved of its obligation to sell the excess electricity generated at the Spring Grove Facility into wholesale power markets operated by PJM Interconnection, L.L.C. and PJM Settlement, Inc. (together, “PJM”), under PJM’s Open Access Transmission Tariff and its other obligations and responsibilities as a member of PJM, and (b) the Seller and the Purchaser to comply with the requirements of PJM set out in Section 2.2 (Transfer of a Generating Facility) and Section 5.7 (Generation Transfer Process) of the PJM Manual 14D, and any other applicable PJM requirements. In furtherance of the foregoing, prior to the Closing, (i) the Seller shall use its reasonable efforts to cause PJM to enter into such agreements with the Seller as are reasonably necessary to terminate the Seller’s obligation to sell such excess capacity to PJM, including approving a Declaration of Authority, and (ii) the Purchaser shall use its reasonable efforts to enter into one or more agreements with (A) one or more third party energy marketers to sell such excess capacity from the Spring Grove Facility to PJM following the Closing Date, and (B) use its reasonable efforts to cause PJM to consent to the assumption by the Purchaser of the Seller’s (I) responsibilities and obligations as a Generation Interconnection Customer and a Generation Owner in PJM, (II) other responsibilities and obligations as a member of PJM and (III) obligation to sell electric energy and capacity to PJM, including approving a Declaration of Authority, and to grant the Purchaser the right to sell such excess capacity directly or indirectly to PJM.
FERC Matters. The Company is currently regulated by FERC as a “natural gas company” under the Natural Gas Act. The Company is not currently regulated by FERC as a “public utility,” “public service company” or similar designation(s) by the Mississippi Public Service Commission or any state public service commission or as a “holding company” or similar designation of such regulated entity. The Company has certificates issued by FERC under Section 7(c) of the Natural Gas Act and 18 C.F.R. Parts 157 and 284 to operate the Storage Facilities in interstate commerce, to provide open-access storage services in interstate commerce and to construct, acquire and abandon facilities subject to FERC’s jurisdiction in accordance with the requirements of 18 C.F.R. Part 157, Subpart F, in each case as are required for the normal operations of the Business as currently conducted by the Acquired Companies. The Company’s rates are not currently regulated by FERC under either the Interstate Commerce Act or the Natural Gas Policy Act of 1978. No third party has commenced or, to Seller’s Knowledge, threatened to commence, any Proceeding with FERC to challenge the rates charged or the services provided by the Storage Facilities.
FERC Matters. As promptly as reasonably practicable after the date hereof (but not later than the date that is fifteen (15) Business Days after the date hereof), MIC and the Company shall cause the MIC Hawaii Companies to file an initial notice of self-certification with the FERC with respect to the companies that are enumerated in clause (f) of Section 6.7, and following the effectiveness of the Reorganization (but prior to the Closing), the Company shall cause the MIC Hawaii Companies to file updated FERC Form 556 self-certifications with respect to the companies that are enumerated in clause (e) of Section 6.7 reflecting their new upstream ownership after completion of the Reorganization.
FERC Matters. 29 3.1.16 Year 2000 Compliance for Field Operations................................29 3.1.17 Sellers'Status...........................................................30 3.1.18 No Bankruptcy............................................................30 3.1.19 Labor Matters............................................................30 Section 3.2 Certain Additional Representations and Warranties Concerning KNWTLLC........30 3.2.1 Organization and Good Standing...........................................30 3.2.2 No Conflict..............................................................30 3.2.3 Capitalization...........................................................30 3.2.4 Title to Membership Interest.............................................31 3.2.5 Subsidiaries; Investments................................................31 3.2.6 Financial Statements.....................................................31 3.2.7
