Common use of REPRESENTATIONS AND WARRANTIES OF COMED Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF COMED. (a) ComEd is duly organized and validly existing as a corporation in good standing under the laws of the State of Illinois, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and to enter into this Agreement. (b) ComEd has the requisite power and authority to execute and deliver this Agreement and to carry out its terms and the execution, delivery and performance of this Agreement have been duly authorized by ComEd by all necessary corporate action. (c) This Agreement constitutes a legal, valid and binding obligation of ComEd enforceable against ComEd in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors' rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Articles of Incorporation or by-laws of ComEd, or any indenture, agreement or other instrument to which ComEd is a party or by which it is bound; (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; or (iii) violate any law or any order, rule or regulation applicable to ComEd of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over ComEd or its properties. (e) Upon the effectiveness of the 1998 Initial Tariff: (i) all of the 1998 Transition Property constitutes a current property right vested in the Grantee; (ii) the 1998 Transition Property includes, without limitation, (A) the right, title and interest in the IFCs authorized under the 1998 Funding Order, as adjusted from time to time, (B) the right, title and interest in all revenues, collections, claims, payments, money or proceeds of or arising from the IFCs set forth in the 1998 Initial Tariff, and (C) all rights to obtain adjustments to the IFCs pursuant to the 1998 Funding Order; and (iii) the Note Issuer is entitled to impose and collect the IFCs described in the 1998 Funding Order and the 1998 Initial Tariff in an aggregate amount equal to the principal amount of the Notes, all interest thereon, all amounts required to be deposited in the Reserve Subaccount, the Overcollateralization Subaccount and (to the extent payable from the proceeds of the IFCs) the Capital Subaccount, and all related fees, costs and expenses in respect of the Notes until they have been paid in full, subject only to the $6.323 billion limitation set forth in the 1998 Funding Order as to the maximum dollar amount of 1998 Transition Property created thereunder. (f) To the fullest extent permitted by the Funding Law and all other applicable law, the 1998 Transition Property and the right to impose and collect IFCs contemplated thereunder constitute current property rights of the Grantee and its assigns, including the Note Issuer and its assigns (including the Indenture Trustee on behalf of the Holders), which property has been placed beyond the reach of ComEd and its creditors, as in a true sale, and which property rights may not be limited, altered, impaired, reduced or otherwise terminated by any subsequent actions of ComEd or any third party and which shall, to the full extent permitted by law, be enforceable against ComEd, its successors and assigns, and all other third parties (including judicial lien creditors) claiming an interest therein by or through ComEd or its successors and assigns.

REPRESENTATIONS AND WARRANTIES OF COMED. ComEd hereby makes the following representations and warranties to Seller: (ai) ComEd is a corporation duly organized and organized, validly existing as a corporation and in good standing under the laws of the State of Illinois, with is qualified to do business in the State of Illinois and has the legal power and authority to own its properties and properties, to conduct carry on its business as such properties are currently owned and such business is presently now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement. (bii) ComEd has the requisite power and authority to execute and deliver this Agreement and to carry out its terms and the The execution, delivery and performance by ComEd of this Agreement have been duly authorized by ComEd by all necessary corporate action, and do not and will not require any consent or approval of ComEd's Board of Directors or shareholders other than that which has been obtained (evidence of which shall be, if it has not heretofore been, delivered to Seller). (ciii) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the provisions of this Agreement do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any legal requirements, or its articles of incorporation or bylaws, or any deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which ComEd is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing. (iv) This Agreement constitutes a the legal, valid and binding obligation of ComEd enforceable against ComEd in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally from time to time in effect and to or by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing)equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (dv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions ofThere is no pending, or constitute (with or without notice or lapse of time) a default under, to the Articles of Incorporation or by-laws knowledge of ComEd, threatened action or proceeding affecting ComEd before any indenturegovernmental authority which purports to affect the legality, agreement validity or other instrument to which ComEd is a party or by which it is bound; (ii) result in the creation or imposition enforceability of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; or (iii) violate any law or any order, rule or regulation applicable to ComEd of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over ComEd or its propertiesthis Agreement. (evi) Upon the effectiveness of the 1998 Initial Tariff: (i) ComEd has all of the 1998 Transition Property constitutes a current property right vested in the Grantee; (ii) the 1998 Transition Property includes, without limitation, (A) the right, title and interest in the IFCs authorized governmental approvals necessary for it to perform its obligations under the 1998 Funding Order, as adjusted from time to time, (B) the right, title and interest in all revenues, collections, claims, payments, money or proceeds of or arising from the IFCs set forth in the 1998 Initial Tariff, and (C) all rights to obtain adjustments to the IFCs pursuant to the 1998 Funding Order; and (iii) the Note Issuer is entitled to impose and collect the IFCs described in the 1998 Funding Order and the 1998 Initial Tariff in an aggregate amount equal to the principal amount of the Notes, all interest thereon, all amounts required to be deposited in the Reserve Subaccount, the Overcollateralization Subaccount and (to the extent payable from the proceeds of the IFCs) the Capital Subaccount, and all related fees, costs and expenses in respect of the Notes until they have been paid in full, subject only to the $6.323 billion limitation set forth in the 1998 Funding Order as to the maximum dollar amount of 1998 Transition Property created thereunderthis Agreement. (f) To the fullest extent permitted by the Funding Law and all other applicable law, the 1998 Transition Property and the right to impose and collect IFCs contemplated thereunder constitute current property rights of the Grantee and its assigns, including the Note Issuer and its assigns (including the Indenture Trustee on behalf of the Holders), which property has been placed beyond the reach of ComEd and its creditors, as in a true sale, and which property rights may not be limited, altered, impaired, reduced or otherwise terminated by any subsequent actions of ComEd or any third party and which shall, to the full extent permitted by law, be enforceable against ComEd, its successors and assigns, and all other third parties (including judicial lien creditors) claiming an interest therein by or through ComEd or its successors and assigns.

REPRESENTATIONS AND WARRANTIES OF COMED. ComEd hereby makes the following representations and warranties to Genco: (ai) ComEd is a corporation duly organized and organized, validly existing as a corporation and in good standing standings under the laws law of the State of Illinois, with Illinois and has the legal power and authority to own its properties and properties, to conduct carry on its business as such properties are currently owned and such business is presently now being conducted and to enter into this Agreement and carry out the transactions contemplated hereby and perform and carry out all covenants and obligations on its part to be performed pursuant to this Agreement. (bii) ComEd has the requisite power and authority to execute and deliver this Agreement and to carry out its terms and the The execution, delivery and performance by ComEd of this Agreement have been duly authorized by ComEd by all necessary corporate action. (ciii) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of and compliance with the provisions of this Agreement do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any legal requirements, or its articles of incorporation or bylaws, or any deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other agreement or instrument to which ComEd is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing. (iv) This Agreement constitutes a the legal, valid and binding obligation of ComEd enforceable against ComEd in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally from time to time in effect and to generally, or by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing)equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (dv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions ofThere is no pending, or constitute (with or without notice or lapse of time) a default under, to the Articles of Incorporation or by-laws knowledge of ComEd, threatened action or proceeding affecting ComEd before any indentureGovernmental Authority, agreement which purports to affect the legality, validity or other instrument to which ComEd is a party or by which it is bound; (ii) result in the creation or imposition enforceability of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument; or (iii) violate any law or any order, rule or regulation applicable to ComEd of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over ComEd or its propertiesthis Agreement. (evi) Upon the effectiveness of the 1998 Initial Tariff: (i) ComEd has all of the 1998 Transition Property constitutes a current property right vested in the Grantee; (ii) the 1998 Transition Property includes, without limitation, (A) the right, title and interest in the IFCs authorized necessary approvals from Governmental Authorities for it to perform its obligations under the 1998 Funding Order, as adjusted from time to time, (B) the right, title and interest in all revenues, collections, claims, payments, money or proceeds of or arising from the IFCs set forth in the 1998 Initial Tariff, and (C) all rights to obtain adjustments to the IFCs pursuant to the 1998 Funding Order; and (iii) the Note Issuer is entitled to impose and collect the IFCs described in the 1998 Funding Order and the 1998 Initial Tariff in an aggregate amount equal to the principal amount of the Notes, all interest thereon, all amounts required to be deposited in the Reserve Subaccount, the Overcollateralization Subaccount and (to the extent payable from the proceeds of the IFCs) the Capital Subaccount, and all related fees, costs and expenses in respect of the Notes until they have been paid in full, subject only to the $6.323 billion limitation set forth in the 1998 Funding Order as to the maximum dollar amount of 1998 Transition Property created thereunderthis Agreement. (f) To the fullest extent permitted by the Funding Law and all other applicable law, the 1998 Transition Property and the right to impose and collect IFCs contemplated thereunder constitute current property rights of the Grantee and its assigns, including the Note Issuer and its assigns (including the Indenture Trustee on behalf of the Holders), which property has been placed beyond the reach of ComEd and its creditors, as in a true sale, and which property rights may not be limited, altered, impaired, reduced or otherwise terminated by any subsequent actions of ComEd or any third party and which shall, to the full extent permitted by law, be enforceable against ComEd, its successors and assigns, and all other third parties (including judicial lien creditors) claiming an interest therein by or through ComEd or its successors and assigns.