Common use of Participant Representations and Warranties Clause in Contracts

Participant Representations and Warranties. The Participant covenants, represents and warrants to the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this Agreement: (a) The Participant is a corporation validly established under the laws of its jurisdiction, is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power, authority and capacity to enter into this Agreement and perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Participant and is a valid and binding obligation of the Participant enforceable in accordance with its terms and conditions except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (c) There is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant; (d) The Participant satisfies the Participant eligibility criteria set out in Schedule “A”; (e) All statements, specifications, data and information in the Program Deliverables, including any attached documentation, and/or submitted in a M&V Report is true, accurate and complete in all material respects and there is no material information omitted which makes the Program Deliverables misleading or inaccurate; (f) The Participant would not otherwise have undertaken the Energy Efficiency Resources without the EE Capacity Payment (g) the Participant has not entered into a binding commitment to acquire the Measure or services required to install or implement the Measure prior to the publication of the post-auction report unless the IESO has approved such binding commitment in writing; (h) The Participant has all required rights and authority to install or implement the Measures and to carry out all of its obligations as set out in this Agreement; (i) The performance by the Participant of its obligations under this Agreement and the possession and use of the Program Deliverables by the IESO or its Representatives do not and will not infringe the Intellectual Property Rights of any third party; and The representations and warranties provided in this Section 2.1 will be continuing throughout the term of this Agreement. Any change in the accuracy of such representations and warranties shall promptly be communicated by the Participant to the IESO in writing.

Participant Representations and Warranties. The Participant covenants, represents and warrants to the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this Agreement: (a) The Participant is a corporation validly established under the laws of its jurisdiction, is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power, authority and capacity to enter into this Agreement and perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Participant and is a valid and binding obligation of the Participant enforceable in accordance with its terms and conditions except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (c) There is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant; (d) The Participant satisfies the Participant eligibility criteria set out in Schedule “A”; (e) All statements, specifications, data and information in the Program Deliverables, including any attached documentation, and/or submitted in a M&V Report is true, accurate and complete in all material respects and there is no material information omitted which makes the Program Deliverables misleading or inaccurate; (f) The Participant would not otherwise have undertaken the Energy Efficiency Resources without the EE Capacity Payment; (g) the Participant has not entered into a binding commitment to acquire the Measure or services required to install or implement the Measure prior to the publication of the post-auction report unless the IESO has approved such binding commitment in writing; (h) The Participant has all required rights and authority to install or implement the Measures and to carry out all of its obligations as set out in this Agreement; (i) The performance by the Participant of its obligations under this Agreement and the possession and use of the Program Deliverables by the IESO or its Representatives do not and will not infringe the Intellectual Property Rights of any third party; and The representations and warranties provided in this Section 2.1 will be continuing throughout the term of this Agreement. Any change in the accuracy of such representations and warranties shall promptly be communicated by the Participant to the IESO in writing.

Participant Representations and Warranties. The Participant covenants, represents and warrants to the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this Agreement:Agreement:‌ (a) The Participant is a corporation validly established under the laws of its jurisdiction, is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power, authority and capacity to enter into this Agreement and perform its obligations hereunder;hereunder;‌ (b) This Agreement has been duly authorized, executed and delivered by the Participant and is a valid and binding obligation of the Participant enforceable in accordance with its terms and conditions except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction;jurisdiction;‌ (c) There is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant;Participant;‌ (d) The Participant satisfies the Participant eligibility criteria set out in Schedule “A”;A”;‌ (e) All statements, specifications, data and information in the Program Deliverables, including any attached documentation, and/or submitted in a M&V Report is true, accurate and complete in all material respects and there is no material information omitted which makes the Program Deliverables misleading or inaccurate;inaccurate;‌ (f) The Participant would not otherwise have undertaken the Energy Efficiency Resources without the EE Capacity PaymentPayment;‌‌ (g) the Participant has not entered into a binding commitment to acquire the Measure or services required to install or implement the Measure prior to the publication of the post-auction report unless the IESO has approved such binding commitment in writing;writing;‌ (h) The Participant has all required rights and authority to install or implement the Measures and to carry out all of its obligations as set out in this Agreement;Agreement;‌ (i) The performance by the Participant of its obligations under this Agreement and the possession and use of the Program Deliverables by the IESO or its Representatives do not and will not infringe the Intellectual Property Rights of any third party; and and‌ The representations and warranties provided in this Section 2.1 will be continuing throughout the term of this Agreement. Any change in the accuracy of such representations and warranties shall promptly be communicated by the Participant to the IESO in writing.writing.‌

Participant Representations and Warranties. The Participant covenants, represents and warrants to the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this Agreement:Agreement (by issuing a Notice of Approval): (a) The the Participant, the Facility and the Energy Conservation Measures meet the Program Eligibility Criteria. (b) all statements, specifications, data and information in the Application, Program Deliverables, including any attached documentation are true, accurate and complete in all material respects and there is no material information omitted which makes the Application or Program Deliverables misleading or inaccurate; (c) the Participant has all required rights and authoirty to implement the Energy Conservation Measures and to carry out all of its obligations as set out in this Agreement; (d) the Participant is a corporation legal entity validly established under the laws of its jurisdiction, is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power, authority and capacity to enter into this Agreement and perform its obligations hereunder; (be) This Agreement has been duly authorized, executed and delivered by the Participant and is a valid and binding obligation of the Participant enforceable in accordance with its terms and conditions except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (c) There there is no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant; (d) The Participant satisfies the Participant eligibility criteria set out in Schedule “A”; (e) All statements, specifications, data and information in the Program Deliverables, including any attached documentation, and/or submitted in a M&V Report is true, accurate and complete in all material respects and there is no material information omitted which makes the Program Deliverables misleading or inaccurate; (f) The Participant would not otherwise there are no actions, suits, proceedings, judgements, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Participant, threatened against the Participant, that could have undertaken a Material Adverse Effect on the Energy Efficiency Resources without the EE Capacity PaymentParticipant; (g) the Participant has not entered into a binding commitment to acquire the Measure or services required to install or implement the Measure prior to the publication knowledge of the post-auction report unless the IESO has approved such binding commitment in writing;Participant, there are no actions, suits, proceedings, judgements, rulings (h) The Participant has all required rights and authority to install or implement the Measures and to carry out all of its obligations as set out in this AgreementCommissioning Provider is a Person listed on the Qualified Commissioning Providers List; (i) The the Participant shall make any declaration, filing or registration with, give any notice to or obtain any Governmental Approval required by Applicable Law, as a condition to entering into the Agreement and to fulfill its obligations. Further, all Governmental Approvals that are required at the time of this representation for the performance of the Participant’s obligations have been obtained; (j) the execution of the Agreement and the performance of the Participant’s obligations under them will not result in the breach or violation of any of the provisions of its material obligations or any judgements, decree, order or award to which it is subject or any Governmental Approval held by it; (k) the Participant is not a non-resident of Canada for the purposes of the Income Tax Act (Canada); and (l) the performance by the Participant of its obligations under this Agreement and the possession and use of the Program Deliverables by the IESO or its Representatives do not and will not infringe the Intellectual Property Rights of any third party; and . The representations and warranties provided in this Section 2.1 will be continuing throughout the term of this AgreementTerm. Any change in the accuracy of such representations and warranties shall promptly be communicated by the Participant to the IESO in writing.