Common use of Regulation as a Utility Clause in Contracts

Regulation as a Utility. The Company and/or its subsidiaries are regulated as a public utility in the states set forth on Section 4.12 of the Company Disclosure Schedule. Except as set forth on Section 4.12 of Company Disclosure Schedule, neither the Company nor any "subsidiary company" or "affiliate" of the Company is subject to regulation as a public utility or public service company (or similar designation) by the United States or any other state of the United States. All filings required to be made by the Company or any of its subsidiaries since December 31, 1998, under any applicable laws or orders relating to the regulation of public utilities, have been filed with the appropriate public utility commission, health agency or other appropriate governmental entity (including, without limitation, to the extent required, the state public utility regulatory agencies in the states identified in Section 4.12 of the Company Disclosure Schedule), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the appropriate laws or orders, except for such filings or such failure to comply that would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as specified on Section 4.12 of the Company Disclosure Schedule, no approval of any public utilities regulatory authority (including all public utility control or public service commissions and similar state regulatory bodies) is required for the Company's execution and delivery of this Agreement by the Company or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement.

Regulation as a Utility. The Except as set forth in Section 3.01(o) of the Company and/or its subsidiaries are regulated Disclosure Schedule , the Company is not subject to regulation as a public utility in the states set forth on holding company, public utility or public service company (or similar designation) by any PUC. Section 4.12 3.01(o) of the Company Disclosure Schedule. Except as set forth on Section 4.12 Schedule contains a true and complete list of Company Disclosure Schedule, neither the Company nor any "each subsidiary company" or "affiliate" of the Company that is subject to regulation as a public utility or public service company (or similar designation) by any PUC, including the United States name of each such jurisdiction in which such subsidiary is subject to such regulation. None of the Company or any other state of its subsidiaries is a "public utility company" or a "holding company" within the meaning of Section 2(a)(5) or 2(a)(7), respectively, of the United StatesPublic Utility Holding Company Act of 1935 (the "Holding Company Act") or a "subsidiary company" or an "affiliate" (within the meaning of Section 2(a)(8) or 2(a)(11), respectively, of the Holding Company Act) of any holding company which is required to register as a holding company under the Holding Company Act. All filings required to be made by the Company or any of its subsidiaries since December 31January 1, 19982000, under any applicable laws Applicable Laws or orders Judgments relating to the regulation of public utilitiesutilities or public service companies (or similarly designated companies), have been filed with the appropriate public utility commissionPUC, health agency Health Agency or other appropriate governmental entity (including, without limitation, to the extent required, the state public utility regulatory agencies in the states identified in Section 4.12 of the Company Disclosure Schedule)Governmental Entity, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the appropriate laws all Applicable Laws or ordersJudgments, except for such filings or such failure failures to comply that individually or in the aggregate would not reasonably be likely expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as specified on Section 4.12 of the Company Disclosure Schedule, no approval of any public utilities regulatory authority (including all public utility control or public service commissions and similar state regulatory bodies) is required for the Company's execution and delivery of this Agreement by the Company or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementmaterial adverse effect.

Regulation as a Utility. The Company and/or its subsidiaries are regulated Except as a public utility in the states set forth on in Section 4.12 3.01(o) of the Company Disclosure Schedule. Except as set forth on Section 4.12 of Company Disclosure Schedule, neither the Company nor is not subject to regulation as a public utility holding company, public utility or public service company (or similar designation) by any "subsidiary company" or "affiliate" PUC. Section 3.01(o) of the Company Disclosure Schedule contains a true and complete list of each subsidiary of the Company that is subject to regulation as a public utility or public service company (or similar designation) by any PUC, including the United States name of each such jurisdiction in which such subsidiary is subject to such regulation. None of the Company or any other state of its subsidiaries is a “public utility company” or a “holding company” within the meaning of Section 2(a)(5) or 2(a)(7), respectively, of the United StatesPublic Utility Holding Company Act of 1935 (the “Holding Company Act”) or a “subsidiary company” or an “affiliate” (within the meaning of Section 2(a)(8) or 2(a)(l 1), respectively, of the Holding Company Act) of any holding company which is required to register as a holding company under the Holding Company Act. All filings required to be made by the Company or any of its subsidiaries since December 31January 1, 19982000, under any applicable laws Applicable Laws or orders Judgments relating to the regulation of public utilitiesutilities or public service companies (or similarly designated companies), have been filed with the appropriate public utility commissionPUC, health agency Health Agency or other appropriate governmental entity (including, without limitation, to the extent required, the state public utility regulatory agencies in the states identified in Section 4.12 of the Company Disclosure Schedule)Governmental Entity, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the appropriate laws all Applicable Laws or ordersJudgments, except for such filings or such failure failures to comply that individually or in the aggregate would not reasonably be likely expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as specified on Section 4.12 of the Company Disclosure Schedule, no approval of any public utilities regulatory authority (including all public utility control or public service commissions and similar state regulatory bodies) is required for the Company's execution and delivery of this Agreement by the Company or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementmaterial adverse effect.

Regulation as a Utility. The Except as set forth in Section 3.01(o) of the Company and/or its subsidiaries are regulated Disclosure Schedule , the Company is not subject to regulation as a public utility in the states set forth on holding company, public utility or public service company (or similar designation) by any PUC. Section 4.12 3.01(o) of the Company Disclosure Schedule. Except as set forth on Section 4.12 Schedule contains a true and complete list of Company Disclosure Schedule, neither the Company nor any "each subsidiary company" or "affiliate" of the Company that is subject to regulation as a public utility or public service company (or similar designation) by any PUC, including the United States name of each such jurisdiction in which such subsidiary is subject to such regulation. None of the Company or any other state of its subsidiaries is a “public utility company” or a “holding company” within the meaning of Section 2(a)(5) or 2(a)(7), respectively, of the United StatesPublic Utility Holding Company Act of 1935 (the “Holding Company Act”) or a “subsidiary company” or an “affiliate” (within the meaning of Section 2(a)(8) or 2(a)(11), respectively, of the Holding Company Act) of any holding company which is required to register as a holding company under the Holding Company Act. All filings required to be made by the Company or any of its subsidiaries since December 31January 1, 19982000, under any applicable laws Applicable Laws or orders Judgments relating to the regulation of public utilitiesutilities or public service companies (or similarly designated companies), have been filed with the appropriate public utility commissionPUC, health agency Health Agency or other appropriate governmental entity (including, without limitation, to the extent required, the state public utility regulatory agencies in the states identified in Section 4.12 of the Company Disclosure Schedule)Governmental Entity, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the appropriate laws all Applicable Laws or ordersJudgments, except for such filings or such failure failures to comply that individually or in the aggregate would not reasonably be likely expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as specified on Section 4.12 of the Company Disclosure Schedule, no approval of any public utilities regulatory authority (including all public utility control or public service commissions and similar state regulatory bodies) is required for the Company's execution and delivery of this Agreement by the Company or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementmaterial adverse effect.

Regulation as a Utility. The Company and/or its subsidiaries the Subsidiaries are regulated as a public utility in the states set forth on Section 4.12 4.19 of the Company Disclosure ScheduleLetter. Except as set forth on Section 4.12 4.19 of the Company Disclosure ScheduleLetter, neither the Company nor any "subsidiary company" or "affiliate" of the Company is subject to regulation as a public utility or public service company (or similar designation) by the United States or any other state of the United States. All filings required to be made by the Company or any of its subsidiaries Subsidiaries since December 31, 1998, under any applicable laws or orders relating to the regulation of public utilities, have been filed with the appropriate public utility commission, health agency or other appropriate governmental entity (including, without limitation, to the extent required, the state public utility regulatory agencies in the states identified in Section 4.12 4.19 of the Company Disclosure ScheduleLetter), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the appropriate laws or orders, except for such any filings or such failure failures to comply that would not reasonably be likely to havewhich, individually or in the aggregate, would not have or be likely to have, a Company Material Adverse Effect. Except as specified on Section 4.12 4.19 of the Company Disclosure ScheduleLetter, no approval of any public utilities regulatory authority (including all public utility control or public service commissions and similar state regulatory bodies) is required for the Company's execution and delivery of this Agreement by the Company or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementhereby.

Regulation as a Utility. (a) The Company and/or its subsidiaries are regulated holds all franchises, licenses, certificates, determinations, permits, tariffs, and other authorizations, consents, orders and approvals (collectively, “Regulatory Permits”) from the Alabama Public Service Commission and each other Governmental Entity exercising regulatory jurisdiction over the Company as a public utility in (each, a “Regulatory Entity”) necessary or appropriate for the states set forth on Section 4.12 of the Company Disclosure Schedule. Except as set forth on Section 4.12 of Company Disclosure Schedule, neither the Company nor any "subsidiary company" or "affiliate" of the Company is subject to regulation as a public utility or public service company (or similar designation) by the United States or any other state of the United States. All filings required to be made by the Company or any conduct of its subsidiaries since December 31, 1998, under any applicable laws or orders relating to the regulation of public utilities, have been filed with the appropriate public utility commission, health agency or other appropriate governmental entity (including, without limitation, to the extent required, the state public utility regulatory agencies in the states identified in Section 4.12 of the Company Disclosure Schedule), business as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the appropriate laws or orderspresently conducted, except for such filings or such failure to comply that would not reasonably be likely to haveinstances of noncompliance that, individually or in the aggregate, have not had, and would not be reasonably expected to have, a Company Material Adverse Effect. Except All such Regulatory Permits are in full force and effect, and the Company has complied and is in compliance with the terms thereof, except for instances of noncompliance that, individually or in the aggregate, have not had, and would not be reasonably expected to have, a Company Material Adverse Effect. The Company has complied and is in compliance with (i) the applicable provisions of the Alabama Public Utilities Law and the rules and regulations thereunder and (ii) any other Law or Judgment applicable to it as specified on a public utility or gas utility, except for instances of noncompliance that, individually or in the aggregate, have not had, and would not be reasonably expected to have, a Company Material Adverse Effect. The Company has not received any written communication from January 1, 2014 through the date of this Agreement from any Regulatory Entity alleging that the Company is not in compliance with any applicable Regulatory Permit, Law or Judgment. There are no ongoing Regulatory Proceedings or inquiries, investigations, proceedings or appeals pending for the amendment, termination or revocation of any Regulatory Permit or for the determination of compliance therewith or with any Law or Judgment applicable to the Company in its capacity as a public utility or gas utility. (b) All information filed with or provided to a Regulatory Entity by the Company since January 1, 2014, including filings in connection with a prior or pending investigation, inquiry or proceeding before a Regulatory Entity (a “Regulatory Proceeding”), was true, correct and complete in all material respects and complied in all material respects with applicable Law or Judgment. Section 4.12 3.19(b) of the Company Disclosure Schedule, no approval Letter sets forth the regulatory filings (other than those periodic filings required to be filed in the ordinary course of any public utilities regulatory authority (including all public utility control or public service commissions business) and similar state regulatory bodies) is required for Regulatory Proceedings that are pending as of the Company's execution and delivery date of this Agreement by or that the Company or has been ordered by a Regulatory Entity as of the performance date of its obligations under this Agreement to make or initiate in the consummation future, including those relating to operative tariffs or rates charged or to be charged, the subject matter of each filing or Regulatory Proceeding, and the date by which the Company intends to make or initiate, or has been ordered to make or initiate, such filings or Regulatory Proceedings. All charges that have been made for utility service and all related fees have, in all material respects, been charged in accordance with the terms and conditions of valid and effective tariffs. Except for the gas cost recovery type rates or as otherwise set forth in Section 3.19(b) of the transactions contemplated by this AgreementCompany Disclosure Letter, the Company has no rates which have been or are being collected, and which are subject to refund, pending final resolution of any proceeding, inquiry, appeal or investigation before any Governmental Entity. (c) The Company is not (i)(A) a “public utility” under the Federal Power Act, as amended, and the rules and regulations promulgated thereunder, or (B) a “natural gas company” under the Natural Gas Act, as amended, and the rules and regulations promulgated thereunder, or (ii) a “qualifying facility” under the Public Utility Regulatory Policies Act of 1978, as amended, and the rules and regulations promulgated thereunder.

Regulation as a Utility. The Company and/or its subsidiaries the Subsidiaries are regulated as a public utility in the states set forth on Section 4.12 SECTION 4.19 of the Company Disclosure ScheduleLetter. Except as set forth on Section 4.12 SECTION 4.19 of the Company Disclosure ScheduleLetter, neither the Company nor any "subsidiary company" or "affiliate" of the Company is subject to regulation as a public utility or public service company (or similar designation) by the United States or any other state of the United States. All filings required to be made by the Company or any of its subsidiaries Subsidiaries since December 31, 1998, under any applicable laws or orders relating to the regulation of public utilities, have been filed with the appropriate public utility commission, health agency or other appropriate governmental entity (including, without limitation, to the extent required, the state public utility regulatory agencies in the states identified in Section 4.12 SECTION 4.19 of the Company Disclosure ScheduleLetter), as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, with all applicable requirements of the appropriate laws or orders, except for such any filings or such failure failures to comply that would not reasonably be likely to havewhich, individually or in the aggregate, would not have or be likely to have, a Company Material Adverse Effect. Except as specified on Section 4.12 SECTION 4.19 of the Company Disclosure ScheduleLetter, no approval of any public utilities regulatory authority (including all public utility control or public service commissions and similar state regulatory bodies) is required for the Company's execution and delivery of this Agreement by the Company or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreementhereby.