Common use of Representations and Warranties of Parties Clause in Contracts

Representations and Warranties of Parties. Each of SEMA and each Owner hereby represents and warrants that: (a) It (i) is duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the capacity and power to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and (ii) is duly qualified to do business in and is in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary. (b) It has full power and authority to execute, deliver, and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by it and constitutes its legal, valid, and binding obligation enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors' rights generally and (ii) general equitable principles regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. (c) Neither the execution and delivery of this Agreement nor compliance with any of the terms and provisions hereof (i) contravenes any applicable law, order, writ, judgment, injunction, decree, determination, or award applicable to it or any of its respective properties or other assets, (ii) conflicts with, breaches or contravenes the provisions of any of its organizational documents or any Project Agreement to which it is party, or (iii) results in the creation or imposition of any lien or other encumbrance upon any of its property or assets, or in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) a default or event of default under any Project Agreement to which it is party. (d) No authorization, approval, or other action by, and no notice to or filing with, any Person or governmental authority is required to authorize, or is required in connection with the execution, delivery and performance of, this Agreement or the taking of any action by it hereby contemplated, except any that have been obtained as of the date hereof. (e) There are no actions, suits, or proceedings at law or in equity by or before any governmental authority now pending or, to the best of its knowledge after due inquiry, threatened against or affecting it or any of its properties or rights which could reasonably be expected to materially and adversely affect its right or ability to fulfill its obligations hereunder, or which questions or challenges the validity of this Agreement or any action taken or to be taken by it pursuant to this Agreement or in connection with the transactions contemplated hereby.

Representations and Warranties of Parties. Each As of SEMA and the date of this Agreement, each Owner hereby Party represents and warrants to each other Party that: (a) It (i) it is duly formedorganized, validly existing, existing and in good standing under the laws Laws of the State of Delaware, and has the capacity and power to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby and (ii) is duly qualified to do business in and is in good standing in each other jurisdiction where the character of its properties organization or the nature of its activities makes such qualification necessary.incorporation; (b) It it has full the power to execute and authority deliver this Agreement and to execute, deliver, and perform its obligations under this Agreement. This Agreement and has taken all necessary corporate, company, partnership and/or other actions to authorize such execution and delivery and performance of such obligations; (c) its execution and delivery of this Agreement and its performance of its obligations under this Agreement do not violate or conflict with any Law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any Governmental Authority applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets; (d) all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any Governmental Authority that are required to have been duly executed and delivered obtained or made by it at the time this representation is made with respect to this Agreement have been obtained or made and are in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with; (e) this Agreement constitutes its the Party’s legal, valid, and binding obligation obligation, enforceable against it in accordance with its termsterms (subject to applicable bankruptcy, except as the enforceability thereof may be limited by (i) bankruptcyreorganization, insolvency, reorganization, moratorium or other laws similar Laws affecting the enforcement of creditors' ’ rights generally and (ii) general subject, as to enforceability, to equitable principles of general application, regardless of whether the issue of enforceability enforcement is considered sought in a proceeding in equity or at law.); and (cf) Neither the execution and delivery except as otherwise permitted herein, it has neither initiated nor received written notice of this Agreement nor compliance with any of the terms and provisions hereof (i) contravenes any applicable lawaction, order, writ, judgment, injunction, decree, determinationproceeding, or award applicable investigation pending, nor, to it its knowledge, is any such action, proceeding, or investigation threatened (or any of its respective properties or other assets, (iibasis therefor known to it) conflicts with, breaches or contravenes the provisions of any of its organizational documents or any Project Agreement to which it is party, or (iii) results in the creation or imposition of any lien or other encumbrance upon any of its property or assets, or in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) a default or event of default under any Project Agreement to which it is party. (d) No authorization, approval, or other action by, and no notice to or filing with, any Person or governmental authority is required to authorize, or is required in connection with the execution, delivery and performance of, this Agreement or the taking of any action by it hereby contemplated, except any that have been obtained as of the date hereof. (e) There are no actions, suits, or proceedings at law or in equity by or before any governmental authority now pending or, to the best of its knowledge after due inquiry, threatened against or affecting it or any of its properties or rights which could reasonably be expected to materially and adversely affect its right or ability to fulfill its obligations hereunder, or which questions or challenges the validity of this Agreement Agreement, or any action taken which would materially or to be taken by it pursuant to this Agreement adversely affect its rights or in connection with the transactions contemplated herebyobligations as a Party.