Common use of Representations and Warranties of T&D Clause in Contracts

Representations and Warranties of T&D. T&D hereby represents and warrants to the Seller that, as of the Effective Date: (a) T&D is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine and is duly qualified to do business in all jurisdictions where such qualification is required or where such qualification is necessary for it to perform its obligations hereunder. (b) T&D has full power and authority to carry on its business as now being conducted, to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle T&D (with due notice or lapse of time or both) to terminate, accelerate or declare a default under, any agreement or instrument to which it is a party or by which it is bound. The execution, delivery and performance by T&D of this Agreement will not result in any violation by it of any law, any order of any court or other agency of government, rule or regulation applicable to it. T&D is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other governmental entity which may restrict or interfere with the performance of this Agreement by it. (c) This Agreement is the legal, valid and binding obligation of T&D, enforceable against it in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity that may limit the availability of equitable remedies and contractual obligations generally (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law), and the remedy of specific performance and injunctive relief may be subject to the discretion of the court before which any proceeding therefore may be brought. (d) Except for T&D required regulatory approvals, no consent, waiver, order, approval, authorization or order of, or registration, qualification or filing with, any court or other governmental agency or authority is required for the execution, delivery and performance by T&D of this Agreement and the consummation by T&D of the transactions contemplated hereby, except such consents which have been obtained, and as to such consents the same are final, are in full force and effect, and are not subject to any appeal or further judicial or administrative proceedings. No consent or waiver of any party to any contract to which T&D is a party or by which T&D is bound is required for the execution, delivery and performance by T&D of this Agreement. (e) There is no action, suit, grievance, arbitration or proceeding (other than proceedings of general applicability to the electrical generation, transmission and distribution industry and proceedings in the ordinary course of business to obtain authorizations, approvals and permits) pending or, to the knowledge of T&D, threatened against or affecting T&D at law or in equity, before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency or instrumentality which prohibits or impairs T&D’s ability to execute and deliver this Agreement or to consummate any of the transactions contemplated hereby. (f) There are no bankruptcy or insolvency proceedings pending or being contemplated by T&D or, to its knowledge, threatened against T&D. (g) No Event of Default with respect to T&D has occurred and is continuing and no such event or circumstance would occur as a result of T&D entering into or performing its obligations under this Agreement.

Representations and Warranties of T&D. T&D hereby represents and warrants to the Seller that, as of the Effective Date: (a) T&D is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine and is duly qualified to do business in all jurisdictions where such qualification is required or where such qualification is necessary for it to perform its obligations hereunder. (b) T&D has full power and authority to carry on its business as now being conducted, to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle T&D (with due notice or lapse of time or both) to terminate, accelerate or declare a default under, any agreement or instrument to which it is a party or by which it is bound. The execution, delivery and performance by T&D of this Agreement will not result in any violation by it of any law, any order of any court or other agency of government, rule or regulation applicable to it. T&D is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other governmental entity which may restrict or interfere with the performance of this Agreement by it. (c) This Agreement is the legal, valid and binding obligation of T&D, enforceable against it in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity that may limit the availability of equitable remedies and contractual obligations generally (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law), and the remedy of specific performance and injunctive relief may be subject to the discretion of the court before which any proceeding therefore may be brought. (d) Except for T&D required regulatory approvals, no consent, waiver, order, approval, authorization or order of, or registration, qualification or filing with, any court or other governmental agency or authority is required for the execution, delivery and performance by T&D of this Agreement and the consummation by T&D of the transactions contemplated hereby, except such consents which have been obtained, and as to such consents the same are final, are in full force and effect, and are not subject to any appeal or further judicial or administrative proceedings. No consent or waiver of any party to any contract to which T&D is a party or by which T&D is bound is required for the execution, delivery and performance by T&D of this Agreement. (e) There is no action, suit, grievance, arbitration or proceeding (other than proceedings of general applicability to the electrical generation, transmission and distribution industry and proceedings in the ordinary course of business to obtain authorizations, approvals and permits) pending or, to the knowledge of T&D, threatened against or affecting T&D at law or in equity, before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency or instrumentality which prohibits or impairs T&D’s ability to execute and deliver this Agreement or to consummate any of the transactions contemplated hereby. (f) There are no bankruptcy or insolvency proceedings pending or being contemplated by T&D or, to its knowledge, threatened against T&D. (g) No Event of Default with respect to T&D has occurred and is continuing and no such event or circumstance would occur as a result of T&D entering into or performing its obligations under this Agreement.

Representations and Warranties of T&D. T&D hereby represents and warrants to the Seller that, as of the Effective Date: (a) T&D is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine and is duly qualified to do business in all jurisdictions where such qualification is required or where such qualification is necessary for it to perform its obligations hereunder. (b) T&D has full power and authority to carry on its business as now being conducted, to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle T&D (with due notice or lapse of time or both) to terminate, accelerate or declare a default under, any agreement or instrument to which it is a party or by which it is bound. The execution, delivery and performance by T&D of this Agreement will not result in any violation by it of any law, any order of any court or other agency of government, rule or regulation applicable to it. T&D is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other governmental entity which may restrict or interfere with the performance of this Agreement by it. (c) This Agreement is the legal, valid and binding obligation of T&D, enforceable against it in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity that may limit the availability of equitable remedies and contractual obligations generally (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law), and the remedy of specific performance and injunctive relief may be subject to the discretion of the court before which any proceeding therefore may be brought. (d) Except for T&D required regulatory approvals, no consent, waiver, order, approval, authorization or order of, or registration, qualification or filing with, any court or other governmental agency or authority is required for the execution, delivery and performance by T&D of this Agreement and the consummation by T&D of the transactions contemplated hereby, except such consents which have been obtained, and as to such consents the same are final, are in full force and effect, and are not subject to any appeal or further judicial or administrative proceedings. No consent or waiver of any party to any contract to which T&D is a party or by which T&D is bound is required for the execution, delivery and performance by T&D of this Agreement. (e) There is no action, suit, grievance, arbitration or proceeding (other than proceedings of general applicability to the electrical generation, transmission and distribution industry and proceedings in the ordinary course of business to obtain authorizations, approvals and permits) pending or, to the knowledge of T&D, threatened against or affecting T&D at law or in equity, before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency or instrumentality which prohibits or impairs T&D’s ability to execute and deliver this Agreement or to consummate any of the transactions contemplated hereby. (f) There are no bankruptcy or insolvency proceedings pending or being contemplated by T&D or, to its knowledge, threatened against T&D. (g) No Event of Default with respect to T&D has occurred and is continuing and no such event or circumstance would occur as a result of T&D entering into or performing its obligations under this Agreement.

Representations and Warranties of T&D. T&D hereby represents and warrants to the Seller that, as of the Effective Date: (a) 7.1.1 T&D is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine and is duly qualified to do business in all jurisdictions where such qualification is required or where such qualification is necessary for it to perform its obligations hereunder. (b) 7.1.2 T&D has full power and authority to carry on its business as now being conducted, to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle T&D (with due notice or lapse of time or both) to terminate, accelerate accelerate, or declare a default under, any agreement or instrument to which it is a party or by which it is bound. The execution, delivery and performance by T&D of this Agreement will not result in any violation by it of any law, any order of any court or other agency of government, rule rule, or regulation applicable to it. T&D is not a party to, nor subject to or bound by, any judgment, injunction injunction, or decree of any court or other governmental entity which may restrict or interfere with the its performance of this Agreement by itAgreement. (c) 7.1.3 This Agreement is the legal, valid valid, and binding obligation of T&D, enforceable against it in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and by general principles of equity that may limit the availability of equitable remedies and contractual obligations generally (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law), and the remedy of specific performance and injunctive relief may be subject to the discretion of the court before which any proceeding therefore may be brought. (d) Except for T&D required regulatory approvals, no 7.1.4 No consent, waiver, order, approval, authorization or order of, or registration, qualification or filing with, any court or other governmental agency or authority is required for the execution, delivery and performance by T&D of this Agreement and the consummation by T&D of the transactions contemplated hereby, except such consents which have been obtained, and as to such consents the same are final, are in full force and effect, and are not subject to any appeal or further judicial or administrative proceedings. No consent or waiver of any party to any contract to which T&D is a party or by which T&D is bound is required for the execution, delivery delivery, and performance by T&D of this Agreement. (e) 7.1.5 There is no action, suit, grievance, arbitration arbitration, or proceeding (other than proceedings of general applicability to the electrical generation, transmission transmission, and distribution industry and proceedings in the ordinary course of business to obtain authorizations, approvals and permits) pending or, to the knowledge of T&D, threatened against or affecting T&D at law or in equity, before any federal, state, municipal municipal, or other governmental court, department, commission, board, arbitrator, bureau, agency agency, or instrumentality which prohibits or impairs T&D’s ability to execute and deliver this Agreement or to consummate any of the transactions contemplated hereby. (f) 7.1.6 There are no bankruptcy or insolvency proceedings pending or being contemplated by T&D or, to its knowledge, threatened against T&D. (g) 7.1.7 No Event of Default with respect to T&D has occurred and is continuing and no such event or circumstance would occur as a result of T&D entering into or performing its obligations under this Agreement.

Representations and Warranties of T&D. T&D hereby represents and warrants to the Seller that, as of the Effective Date: (a) 7.1.1 T&D is a corporation duly organized, validly existing and in good standing under the laws of the State of Maine and is duly qualified to do business in all jurisdictions where such qualification is required or where such qualification is necessary for it to perform its obligations hereunder. (b) 7.1.2 T&D has full power and authority to carry on its business as now being conducted, to enter into this Agreement and perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle T&D (with due notice or lapse of time or both) to terminate, accelerate accelerate, or declare a default under, any agreement or instrument to which it is a party or by which it is bound. The execution, delivery and performance by T&D of this Agreement will not result in any violation by it of any law, any order of any court or other agency of government, rule rule, or regulation applicable to it. T&D is not a party to, nor subject to or bound by, any judgment, injunction injunction, or decree of any court or other governmental entity which may restrict or interfere with the its performance of this Agreement by itAgreement. (c) 7.1.3 This Agreement is the legal, valid valid, and binding obligation of T&D, enforceable against it in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and by general principles of equity that may limit the availability of equitable remedies and contractual obligations generally (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law), and the remedy of specific performance and injunctive relief may be subject to the discretion of the court before which any proceeding therefore may be brought. (d) 7.1.4 Except for T&D required regulatory approvals, no consent, waiver, order, approval, authorization or order of, or registration, qualification or filing with, any court or other governmental agency or authority is required for the execution, delivery and performance by T&D of this Agreement and the consummation by T&D of the transactions contemplated hereby, except such consents which have been obtained, and as to such consents the same are final, are in full force and effect, and are not subject to any appeal or further judicial or administrative proceedings. No consent or waiver of any party to any contract to which T&D is a party or by which T&D is bound is required for the execution, delivery delivery, and performance by T&D of this Agreement. (e) 7.1.5 There is no action, suit, grievance, arbitration arbitration, or proceeding (other than proceedings of general applicability to the electrical generation, transmission transmission, and distribution industry and proceedings in the ordinary course of business to obtain authorizations, approvals and permits) pending or, to the knowledge of T&D, threatened against or affecting T&D at law or in equity, before any federal, state, municipal municipal, or other governmental court, department, commission, board, arbitrator, bureau, agency agency, or instrumentality which prohibits or impairs T&D’s ability to execute and deliver this Agreement or to consummate any of the transactions contemplated hereby. (f) 7.1.6 There are no bankruptcy or insolvency proceedings pending or being contemplated by T&D or, to its knowledge, threatened against T&D. (g) 7.1.7 No Event of Default with respect to T&D has occurred and is continuing and no such event or circumstance would occur as a result of T&D entering into or performing its obligations under this Agreement.