Common use of Representations and Warranties of Both Parties Clause in Contracts

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: 11.1.1. such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; 11.1.3. this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof; 11.1.4. the execution, delivery and performance of this Agreement by such Party will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, or to the best of its knowledge and belief violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements; and 11.1.6. it has not employed (and, to the best of its knowledge and belief, has not used a contractor or consultant that has employed) and in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in the conduct of the Non-Clinical Studies or Clinical Studies of a Product and its activities under the Development Plan.

Representations and Warranties of Both Parties. Each As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Party hereby represents and warrants to the other Party, as of the Effective Date, Party that: 11.1.1. such Party It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and formation; As of the CP Satisfaction Date, it has full corporate power and authority all regulatory authorizations necessary for it to enter into this Agreement and to carry out the provisions hereof; 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of legally perform its obligations hereunder; 11.1.3. under this Agreement has been duly executed and delivered on behalf Agreement, other than with respect to Seller, any of such Partythose Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and constitutes a legal, valid and binding obligation, enforceable against it otherwise can be obtained in accordance with the terms hereofordinary course of business; 11.1.4. the The execution, delivery and performance of this Agreement are within its power, have been duly authorized by such Party will all necessary action and do not constitute a default under or conflict with violate any agreementof the terms and conditions in its governing documents, instrument or understanding, oral or written, any contracts to which it is a party or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2); This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with the SEC, there is boundnot pending or, or to the best of its knowledge and belief violate any law or regulation of any courtknowledge, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, threatened against it or in connection withSeller’s case, the transaction contemplated by this Agreement or Guarantor, if applicable, any other agreement or instrument executed in connection herewith, or for the performance by it of legal proceedings that could materially adversely affect such party’s ability to perform its obligations under this Agreement and such other agreementsor the Guaranty Agreement, as applicable; and 11.1.6. No Event of Default with respect to it has not employed (and, to the best occurred and is continuing and no such event or circumstance would occur as a result of its knowledge and beliefentering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not used relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; It is a contractor or consultant that “forward contract merchant” within the meaning of the United States Bankruptcy Code; It has employed) and entered into this Agreement in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in connection with the conduct of its business and it has the Non-Clinical Studies capacity or Clinical Studies ability to make or take delivery of a all Product and its activities under the Development Planthis Agreement.

Representations and Warranties of Both Parties. Each As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Party hereby represents and warrants to the other Party, as of the Effective Date, Party that: 11.1.1. such Party It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and formation; As of the CP Satisfaction Date, it has full corporate power and authority all regulatory authorizations necessary for it to enter into this Agreement and to carry out the provisions hereof; 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of legally perform its obligations hereunder; 11.1.3. under this Agreement has been duly executed and delivered on behalf Agreement, other than with respect to Seller, any of such Partythose Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and constitutes a legal, valid and binding obligation, enforceable against it otherwise can be obtained in accordance with the terms hereofordinary course of business; 11.1.4. the The execution, delivery and performance of this Agreement are within its power, have been duly authorized by such Party will all necessary action and do not constitute a default under or conflict with violate any agreementof the terms and conditions in its governing documents, instrument or understanding, oral or written, any contracts to which it is a party or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2); This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; Except as may be set forth in its reports filed with the SEC, there is boundnot pending or, or to the best of its knowledge and belief violate any law or regulation of any courtknowledge, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, threatened against it or in connection withSeller’s case, the transaction contemplated by this Agreement or Guarantor, if applicable, any other agreement or instrument executed in connection herewith, or for the performance by it of legal proceedings that could materially adversely affect such party’s ability to perform its obligations under this Agreement and such other agreementsor the Guaranty Agreement, as applicable; and 11.1.6. No Event of Default with respect to it has not employed (and, to the best occurred and is continuing and no such event or circumstance would occur as a result of its knowledge and beliefentering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not used relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; It is a contractor or consultant that “forward contract merchant” within the meaning of the United States Bankruptcy Code; It has employed) and entered into this Agreement in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in connection with the conduct of its business and it has the Non-Clinical Studies capacity or Clinical Studies ability to make or take delivery of a all Product and its activities under the Development Planthis Agreement.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party that: 11.1.1. such Party It is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its incorporation state in which it is organized or organization and licensed; It has full corporate the power and authority to enter into this Agreement and to carry out the provisions hereofperform its duties and obligations hereunder; 11.1.2. such Party has All necessary corporate or other actions have been taken all necessary action on its part to authorize the execution and delivery of this the Agreement and the performance of its obligations hereunderduties and obligations; 11.1.3. Neither the execution of this Agreement has nor the performance of its duties and obligations hereunder will violate any provision of any other agreement, license, corporate charter or bylaws of the Party; it will not enter into nor perform pursuant to any agreement that would violate or interfere with this Agreement; It is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary petition, and is not aware of any claim for the filing of an involuntary petition; Neither the Party, nor any of its shareholders, members, directors, officers, agents, employees or contractors have been duly executed excluded or served a notice of exclusion or have been served with a notice of proposed exclusion, or have committed any acts which are cause for exclusion, from participation in, or had any sanctions, or civil or criminal penalties imposed under, any Federal or state healthcare program, including but not limited to Medicare or Medicaid or have been convicted, under Federal or state law of a criminal offense; All of its employees, agents, representatives and delivered contractors whose services may use or disclose PHI on behalf of such that Party have been or shall be informed of the terms of this Agreement; All of its employees, agents, representatives and contractors who may use or disclose PHI on behalf of that Party are under a sufficient legal duty to the respective Party, and constitutes a legaleither by contract or otherwise, valid and binding obligation, enforceable against it in accordance to enable the Party to fully comply with the terms hereof; 11.1.4. the execution, delivery and performance all provisions of this Agreement by such Agreement. Each Party will not constitute a default under or conflict with further agrees to notify the other Party immediately after the Party becomes aware that any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, or to the best of its knowledge and belief violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements; and 11.1.6. it has not employed (and, to the best of its knowledge and belief, has not used a contractor or consultant that has employed) and in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in the conduct of the Non-Clinical Studies foregoing representation and warranties may be inaccurate or Clinical Studies of a Product and its activities under the Development Planmay become incorrect.

Representations and Warranties of Both Parties. Each As of the Effective Date and the Approval Date, each Party hereby represents and warrants to the other Party, as of the Effective Date, Party that: 11.1.1. such Party It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization formation; Except as provided in Section 2.02 and Article Five, it has full corporate power and authority all regulatory authorizations necessary for it to enter into this Agreement and to carry out the provisions hereof; 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of legally perform its obligations hereunderunder this Agreement; 11.1.3. this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof; 11.1.4. the The execution, delivery and performance of this Agreement are within its power, have been duly authorized by such Party will all necessary action (other than regulatory approval as set forth in Section 2.02) and do not constitute a default under or conflict with violate any agreementof the terms and conditions in its governing documents, instrument or understanding, oral or written, any contracts to which it is a party or by which any Applicable Laws applicable to it; This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is bound, not Bankrupt and there are no proceedings pending or to the best of its knowledge and belief violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction being contemplated by this Agreement or it or, to its knowledge, threatened against it which could result in it becoming Bankrupt; There is not pending or, to its knowledge, threatened against it any other agreement or instrument executed in connection herewith, or for the performance by it of legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; No Event of Default with respect to it has occurred and is continuing and no such Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and such as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other agreementsParty in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; and 11.1.6. it It has not employed (and, to the best of its knowledge and belief, has not used a contractor or consultant that has employed) and entered into this Agreement in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in connection with the conduct of its business and it has the Non-Clinical Studies capacity or Clinical Studies ability to make or take delivery of a Product all Product, as applicable, under this Agreement. Representations and its activities under the Development PlanWarranties of Seller. Seller represents and warrants to SDG&E that: As of [Insert date], Seller has Site Control. [NOTE to bidders: will be modified based on resource type] [NOTE: to be inserted: applicable representation to maintain PDR/RDRR status.]

Representations and Warranties of Both Parties. Each On the Execution Date, each Party hereby represents and warrants warranties to the other Party, as of the Effective Date, Party that: 11.1.1. such Party it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or organization and its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; it has all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; it has full corporate power and authority to enter into this Agreement carry on its business as now conducted and to enter into, and carry out the provisions hereof; 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; 11.1.3. under this Agreement has been duly executed and delivered on behalf of such PartyAgreement, and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof; 11.1.4. the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by such Party all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Law, rule, regulation, order or the like applicable to it; execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under under, or conflict with give to any agreementother Persons any rights of termination, instrument amendment, acceleration or understanding, oral or written, cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is boundnot Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt, other than, in the case of CPE, the Bankruptcy Cases; there is not pending or, to the best its knowledge, threatened against it or any of its knowledge and belief violate Affiliates any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. legal proceedings that could materially adversely affect its ability to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of perform its obligations under this Agreement; no Early Termination Event has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to provide Showing Quantity on the terms and conditions of this Agreement; and it is acting for its own account, has made its own independent decision to enter into this Agreement and such other agreements; as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the CPE in so doing, and 11.1.6is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement. it has not employed (and, Representations and Warranties of Provider . Provider represents and warrants to CPE throughout the Shown Term that: all of the Capacity Attributes related to the best Showing Quantity shall be from the Project exclusively; no Capacity Attributes of its knowledge the Project that form part of the Showing Quantity or that are otherwise required for CPE to use the Showing Quantity for the purposes of the Compliance Showings for any day of any Showing Year and beliefany Showing Month of the Shown Term has been committed or sold by Provider to any third party in order to satisfy any Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; the Project is connected to the CAISO Grid, is within the CAISO Control Area, and is under the control of CAISO; each Project’s Scheduling Coordinator, owner and operator is obligated to comply with applicable Law, including the CAISO Tariff, relating to any of the Capacity Attributes comprising the Showing Quantity and the Project, including the operation of the Project; the aggregation of all amounts of Capacity Attributes that Provider has not used a contractor or consultant that has employed) and provided for the Project under this Agreement for each day included in the future will Shown Term does not employ exceed the amount of the Project’s Net Qualifying Capacity (NQC) for that Project; the Project is listed on the CAISO NQC List and is located in the Local Capacity Area listed in Appendix B, as identified in the CAISO Final Local Capacity Technical Study for the Shown Term; [the Project and its owner and operator have all Governmental Approvals necessary for the Project to operate, generate and deliver Showing Quantity and for Project Owner and operator to legally perform its obligations under the Provider Supply Agreement; there is not pending or, to the best of its knowledge, use threatened against it, the Project Owner or operator or any contractor of their respective Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under the Provider Supply Agreement; Provider Supply Agreement is in full force and effect; neither Provider nor the Project Owner is in default under the Provider Supply Agreement; and]6 as of the date of the relevant Compliance Showing, Provider represents and warrants to CPE that Provider owns or consultant that employshas the exclusive right to all of the Capacity Attributes related to the Showing Quantity from the Project. INDEMNIFICATION and INSURANCE Indemnity by Provider . Provider shall release, provided that such Party may reasonably rely on a representation made by such contractor defend, indemnify and hold harmless CPE, against and from any Indemnifiable Losses, which arise out of or consultant) relate to or are in any Person debarred by way connected with Provider’s provision of the FDA (Showing Quantity or subject to a similar sanction of EMA or foreign equivalent)performance, or failure to perform, any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in the conduct of the Non-Clinical Studies or Clinical Studies Showing Commitment Actions. No Indemnity by CPE . CPE does not indemnify Provider. Notice of a Product and its activities under the Development PlanClaim .

Representations and Warranties of Both Parties. Each As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Party hereby represents and warrants to the other Party, as of the Effective Date, Party that: 11.1.1. such Party It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and formation; As of the CP Satisfaction Date, it has full corporate power and authority all regulatory authorizations necessary for it to enter into this Agreement and to carry out the provisions hereof; 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of legally perform its obligations hereunder; 11.1.3. under this Agreement has been duly executed and delivered on behalf Agreement, other than with respect to Seller, any of such Partythose Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and constitutes a legal, valid and binding obligation, enforceable against it otherwise can be obtained in accordance with the terms hereofordinary course of business; 11.1.4. the The execution, delivery and performance of this Agreement are within its power, have been duly authorized by such Party will all necessary action and do not constitute a default under or conflict with violate any agreementof the terms and conditions in its governing documents, instrument or understanding, oral or written, any contracts to which it is a party or any Applicable Laws; This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with the SEC, there is boundnot pending or, or to the best of its knowledge and belief violate any law or regulation of any courtknowledge, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, threatened against it or in connection withSeller’s case, the transaction contemplated by this Agreement or Guarantor, if applicable, any other agreement or instrument executed in connection herewith, or for the performance by it of legal proceedings that could materially adversely affect such party’s ability to perform its obligations under this Agreement and such other agreementsor the Guaranty Agreement, as applicable; and 11.1.6. No Event of Default with respect to it has not employed (and, to the best occurred and is continuing and no such event or circumstance would occur as a result of its knowledge and beliefentering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not used relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; It is a contractor or consultant that “forward contract merchant” within the meaning of the United States Bankruptcy Code; It has employed) and entered into this Agreement in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in connection with the conduct of its business and it has the Non-Clinical Studies capacity or Clinical Studies ability to make or take delivery of a all Product and its activities under the Development Planthis Agreement.

Representations and Warranties of Both Parties. Each On the Execution Date, each Party hereby represents and warrants warranties to the other Party, as of the Effective Date, Party that: 11.1.1. such Party it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation formation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or organization and its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; it has all Governmental Approvals necessary for it to legally perform its obligations under this Agreement; it has full corporate power and authority to enter into this Agreement carry on its business as now conducted and to enter into, and carry out the provisions hereof; 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; 11.1.3. under this Agreement has been duly executed and delivered on behalf of such PartyAgreement, and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof; 11.1.4. the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by such Party all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Law, rule, regulation, order or the like applicable to it; execution and delivery of this Agreement and performance or compliance with any provision hereof will not result in the creation or imposition of any lien upon its properties, or a breach of, or constitute a default under under, or conflict with give to any agreementother Persons any rights of termination, instrument amendment, acceleration or understanding, oral or written, cancellation of any agreement to which it is a party or by which any of its respective properties is bound or affected; this Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; it is boundnot Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt, other than, in the case of CPE, the Bankruptcy Cases; there is not pending or, to the best its knowledge, threatened against it or any of its knowledge and belief violate Affiliates any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.5. legal proceedings that could materially adversely affect its ability to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of perform its obligations under this Agreement; no Early Termination Event has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to provide Showing Quantity on the terms and conditions of this Agreement; and it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the CPE in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement. Representations and Warranties of Provider . Provider represents and warrants to CPE throughout the Shown Term that: all of the Capacity Attributes related to the Showing Quantity shall be from the Project exclusively; no Capacity Attributes of the Project that form part of the Showing Quantity or that are otherwise required for CPE to use the Showing Quantity for the purposes of the Compliance Showings for any day of any Showing Year and any Showing Month of the Shown Term has been committed or sold by Provider to any third party in order to satisfy any Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; the Project is connected to the CAISO Grid, is within the CAISO Control Area, and is under the control of CAISO; each Project’s Scheduling Coordinator, owner and operator is obligated to comply with applicable Law, including the CAISO Tariff, relating to any of the Capacity Attributes comprising the Showing Quantity and the Project, including the operation of the Project; the aggregation of all amounts of Capacity Attributes that Provider has provided for the Project under this Agreement for each day included in the Shown Term does not exceed the amount of the Project’s Net Qualifying Capacity (NQC) for that Project; the Project is listed on the CAISO NQC List and is located in the Local Capacity Area listed in Appendix B, as identified in the CAISO Final Local Capacity Technical Study for the Shown Term; [the Project and its owner and operator have all Governmental Approvals necessary for the Project to operate, generate and deliver Showing Quantity and for Project Owner and operator to legally perform its obligations under the Provider Supply Agreement; there is not pending or, to its knowledge, threatened against it, the Project Owner or operator or any of their respective Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under the Provider Supply Agreement; Provider Supply Agreement is in full force and effect; neither Provider nor the Project Owner is in default under the Provider Supply Agreement; and]6 as of the date of the relevant Compliance Showing, Provider represents and warrants to CPE that Provider owns or has the exclusive right to all of the Capacity Attributes related to the Showing Quantity from the Project. INDEMNIFICATION AND INSURANCE Indemnity by Provider . Provider shall release, defend, indemnify and hold harmless CPE, its directors, officers, agents, attorneys, representatives and Affiliates (“CPE Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) Provider’s provision, or failure to provide, of the Showing Quantity, performance, or failure to perform, any of the Showing Commitment Actions or failure to submit any Proof of Commitment, (ii) the ownership, development, construction, operation and/or maintenance of the Project; (iii) Third Party Claims arising from Provider’s actions or inactions, including Provider’s breach of this Agreement or other agreements related to the development, construction, ownership, operation and/or maintenance of the Project; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of Provider or at Provider’s direction or agreement; (v) Third Party Claims arising under any agreement between Provider and the owner or operator of the Project, as applicable, or their respective Affiliates; or (vi) Third Claims resulting from any violation of any applicable Law, or requirements of Participating Transmission Owner, Utility Distribution Company, CAISO, NERC, WECC or Reliability Organization by Provider, the owner or operator of the Project, as applicable, or their respective Affiliates; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to CPE, Provider, the owner or operator of the Project, as applicable, or their respective Affiliates, or others, excepting only such other agreements; and 11.1.6. it has not employed (andIndemnifiable Losses, to the best of its knowledge and belief, has not used a contractor or consultant that has employed) and in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred extent solely caused by the FDA (willful misconduct or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in the conduct of the Non-Clinical Studies or Clinical Studies gross negligence of a Product member of CPE Group. Provider shall indemnify, defend and its activities under the Development Planhold CPE Group harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys’ fees) incurred by or brought against CPE in connection with Environmental Costs. No Indemnity by CPE . CPE does not indemnify Provider. Notice of Claim .