Common use of Litigation; Labor Disputes Clause in Contracts

Litigation; Labor Disputes. (i) Except as set forth on Schedule 3.2(j)(i) to this Participation Agreement, none of the Sponsor Parties has received written notice of, nor to the Sponsor’s Knowledge does their exist, any pending or threatened action, suit, proceeding, or investigation by, of or before a Governmental Authority, of any kind (i) that relates to any transactions contemplated by any of the Transaction Documents or (ii) to which such Sponsor Party or, to Sponsor’s Knowledge, any Major Project Participant is a party, in either case, that has had or could reasonably be expected to have a Material Adverse Effect. (ii) None of the Sponsor Parties has received written notice, and Sponsor does not otherwise have Knowledge, of any injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority directing that any of the transactions provided for in any of the Transaction Documents not be consummated as herein or therein provided. To Sponsor’s Knowledge, no such injunction, writ, or preliminary restraining order exists. (iii) There has been no strike, slowdown or work stoppage by the employees of any of the Sponsor Parties or, to Sponsor’s Knowledge, any Major Project Participant that is ongoing, or, to Sponsor’s Knowledge, currently threatened, that has caused, or could reasonably be expected to cause, a Material Adverse Effect. (iv) Each of the Sponsor, BSII, BSCM and BSOI has valid and binding non-disclosure and assignment of invention agreements with all of its respective employees. (v) None of the Project Entities has any employees.

Litigation; Labor Disputes. (ia) Except as set forth on Schedule 3.2(j)(i) to this Participation Agreement, none of the Sponsor Parties has received written notice of, nor 5.11 to the Sponsor’s Knowledge does their existDisclosure Letter (or disclosed in writing to DOE pursuant to Section 6.1(h) following the Financial Closing Date), any there is no pending or threatened action, suit, proceeding, or investigation by, of or before a Governmental Authority, of any kind (iin writing) Action that relates to the Project or to any transactions transaction contemplated by any of the Transaction Documents or (ii) to which such the Borrower or (so long as the Sponsor Party or, to Sponsor’s Knowledge, any Major Project Participant has obligations under the Sponsor Guarantee) the Sponsor is a partyparty that, either singly or in either casethe aggregate, that has had had, or could reasonably be expected to have, a Material Adverse Effect. No such Action is pending or threatened against any other First Wind Entity, and the Borrower is not aware of, nor does it have any reason to expect, any such Action to be pending or threatened against any other Major Project Participant that, either singly or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. (iib) None of the Sponsor Parties The Borrower has received written notice, and Sponsor does not otherwise have Knowledge, failed to observe in any material respect any order of any court, arbitrator, administrative agency or other Governmental Authority that has, or could reasonably be expected to have, a Material Adverse Effect. There is no injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority directing that any of the transactions provided for in any of the Transaction Documents not be consummated as herein or therein provided. To Sponsor’s Knowledge, no such injunction, writ, or preliminary restraining order exists. (iiic) There has been are no strikestrikes, slowdown slowdowns or work stoppage stoppages by the employees of any of the Sponsor Parties Borrower or, to Sponsorthe Borrower’s Knowledge, any Major Project Participant that is ongoingon-going, or, to Sponsor’s Knowledge, or currently threatenedthreatened in writing, that has caused, have caused or could reasonably be expected to cause, cause a Material Adverse Effect. (iv) Each of the Sponsor, BSII, BSCM and BSOI has valid and binding non-disclosure and assignment of invention agreements with all of its respective employees. (v) None of the Project Entities has any employees.

Litigation; Labor Disputes. (ia) Except as set forth on Schedule 3.2(j)(i) to this Participation Agreement4.1.18, none of the Sponsor Parties has received written notice ofthere is no pending or, nor to the SponsorBorrower’s Knowledge does their existKnowledge, any pending or threatened action, suit, proceeding, or investigation by, of or before a Governmental Authority, of any kind (in writing) Action that relates to (i) that relates the Project or to any transactions transaction contemplated by any of the Transaction Documents or Documents, (ii) to which such Sponsor Party the legality, validity or enforceability of any of the Transaction Documents, or (iii) any Borrower Entity or, to Sponsorthe Borrower’s Knowledge, any other Major Project Participant is a party, in either caseparty to, that has had (excluding any Action contemplated under clause (i) or (ii) above) either singly or in the aggregate, has, or could reasonably be expected to have have, a Material Adverse Effect. (iib) None of the Sponsor Parties The Borrower has received written noticenot failed to observe, and Sponsor does not otherwise have Knowledgein any material respect, of any Governmental Judgment that has, or could reasonably be expected to have, a Material Adverse Effect. There is no injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other a Governmental Authority directing that any of the transactions provided for in contemplated by any of the Transaction Documents not be consummated as herein or therein provided. To Sponsor’s Knowledge, no such injunction, writ, or preliminary restraining order exists. (iiic) There No Governmental Judgment has been no strike, slowdown entered against the Borrower or work stoppage by the employees of any of the Sponsor Parties or, to Sponsor’s Knowledge, any Major Project Participant Borrower Entity that is ongoing, or, to Sponsor’s Knowledge, currently threatened, that has causedhas, or could reasonably be expected to causehave, a Material Adverse Effect. (ivd) Each There are no strikes, slowdowns or work stoppages by the employees of any of the SponsorBorrower or, BSIIto the Borrower’s Knowledge, BSCM and BSOI has valid and binding nonany Major Project Participant on-disclosure and assignment of invention agreements with all of its respective employeesgoing or threatened in writing that have caused or could reasonably be expected to cause a Material Adverse Effect. (ve) None of the Project Entities Actions set forth on Schedule 4.1.18 has any employeesor could reasonably be expected to have a Material Adverse Effect.