Common use of Representations and Warranties of the Applicant Clause in Contracts

Representations and Warranties of the Applicant. The Applicant hereby represents and warrants as follows to the IESO and acknowledges and confirms that the IESO is relying on such representations and warranties without independent inquiry (save and except for any testing or inspection that the IESO may have participated in) (i) to ascertain whether the Applicant satisfies the requirements for authorization as a market participant and/or registration with the IESO as a program participant; (ii) to ascertain whether the Applicant is ready and able to participate in the IESO-administered markets and/or programs, and, where applicable, to cause or permit electricity to be conveyed into, through or out of the IESO-controlled grid; and (iii) to authorize the Applicant as a market participant and/or program participant under the market rules: 4.2.1 it is a duly and existing under the laws of ; 4.2.2 it has all the necessary corporate power to enter into and perform its obligations under this Agreement; 4.2.3 the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental action and in the Applicant's good faith belief and after making reasonable inquiry does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a violation or a breach of or a default under or give rise to a right of termination, greater rights or increased costs, amendment or cancellation or the acceleration of any obligation under (i) any charter or by-law instruments of the Applicant; (ii) any contracts or instruments to which the Applicant is a party or by which the Applicant is bound; or (iii) any laws applicable to it; 4.2.4 the individual(s) executing this Agreement, and any document in connection herewith, on behalf of the Applicant have been duly authorized to execute this Agreement and have the full power and authority to bind the Applicant; INFORMATION ONLY 4.2.5 this Agreement constitutes a legal and binding obligation on the Applicant, enforceable against the Applicant in accordance with its terms; 4.2.6 except for authorization as a market participant and/or registration as a program participant, and registration of any of its facilities or boundary entities by the IESO pursuant to the market rules, as applicable, it holds all permits, licenses and other authorizations that may be necessary to enable it to carry on the business and perform the functions and obligations of a market participant and/or program participant, as applicable, as described in the market rules and in this Agreement; 4.2.7 the information provided in support of its application for authorization to participate as a market participant and/or registration as a program participant, is true, accurate and complete in all respects; 4.2.8 subject to any exemption that the Applicant may have obtained, its participant workstation, if any, complies with or will comply prior to the first date the Applicant participates in the IESO-administered markets and/or programs, with all applicable technical requirements set forth in Appendix 2.2 of the market rules; 4.2.9 the Applicant has or will have prior to the first date the Applicant participates in the IESO-administered markets and/or programs, adequate qualified employees and other personnel and organizational and other arrangements that are sufficient to enable it to perform all of the functions and obligations applicable to market participants and/or program participants, the class of market participant and/or program participant of which the Applicant forms part and the IESO-administered market and/or program in which the Applicant wishes to participate; 4.2.10 subject to the granting of any exemptions for which the Applicant has applied, the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto comply, or will comply prior to the earlier of the first date the Applicant participates in the IESO-administered markets and/or programs and the date the Applicant’s facility connects to the IESO-controlled grid, with all applicable technical requirements as set forth in the market rules applicable to all market participants and/or program participants, the class of market participant and/or program participant of which the Applicant forms part and the IESO- administered markets and/or programs in which the Applicant wishes to participate; 4.2.11 subject to the granting of any exemptions for which the Applicant has applied, the Applicant has provided, or will provide to the IESO prior to the earlier of the first date the Applicant participates in the IESO-administered markets and/or programs and the date the Applicant’s facility connects to the IESO-controlled grid, all of the information required to be submitted in support of the registration of the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto and that such information is true, accurate and complete in all respects; INFORMATION ONLY 4.2.12 if the Applicant is or intends to be a TR participant, the Applicant has read, has full knowledge of and understands the provisions of the market rules and National Instrument 45-106 – Prospectus and Registration Exemptions, as made by the Canadian Securities Administrators (as the same may be amended, modified, supplemented and/or replaced from time to time, "NI 45-106") and the Applicant warrants that it is an Accredited Investor as such term is defined in NI 45-106 and understands that it must remain so in order to maintain authorization as a financial market participant; and 4.2.13 if the Applicant is or intends to be a TR participant, the Applicant hereby undertakes, covenants and agrees to advise the IESO in writing forthwith upon becoming aware of any event, circumstance or condition known to it that individually or together with all other such events, circumstances or conditions has, had or could have the effect of resulting in the Applicant no longer qualifying as an Accredited Investor.

Representations and Warranties of the Applicant. The Applicant hereby represents and warrants as follows to the IESO NSPSO and acknowledges and confirms that the IESO NSPSO is relying on such representations and warranties without independent inquiry (save and except for any testing or inspection that the IESO may have participated in) (i) to ascertain whether the Applicant satisfies the requirements for authorization Accreditation as a market participant and/or registration with Market Participant under the IESO as a program participant; (ii) to ascertain whether the Applicant is ready and able to participate in the IESO-administered markets and/or programs, and, where applicable, to cause or permit electricity to be conveyed into, through or out of the IESO-controlled gridMarket Rules; and (iii) to authorize the Applicant as a market participant and/or program participant an Accredited Market Participant under the market rulesMarket Rules: 4.2.1 (a) it is a [form of business organization] duly [incorporated/formed/registered] and existing under the laws of [location]; 4.2.2 (b) it has all the necessary corporate power to enter into and perform its obligations under this Agreement; 4.2.3 (c) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental action and in the Applicant's good faith belief and after making reasonable inquiry does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a violation or a breach of or a default under or give rise to a right of termination, greater rights or increased costs, amendment or cancellation or the acceleration of any obligation under (i) any charter or by-law instruments of the Applicant; (ii) any contracts or instruments to which the Applicant is a party or by which the Applicant is bound; or (iii) any laws applicable to it; 4.2.4 (d) the individual(s) executing this Agreement, and any document in connection herewith, on behalf of the Applicant have been duly authorized to execute this Agreement and have the full power and authority to bind the Applicant; INFORMATION ONLY; 4.2.5 (e) this Agreement constitutes a legal and binding obligation on the Applicant, enforceable against the Applicant in accordance with its terms; 4.2.6 (f) except for authorization Accreditation as a market participant Market Participant and/or registration as a program participant, and registration of any of its facilities or boundary entities applicable Facilities by NSPSO under the IESO pursuant to the market rules, as applicableMarket Rules, it holds all permits, licenses licences and other authorizations that may be necessary to enable it to carry on the business and perform the functions and obligations of a market participant and/or program participant, as applicable, Market Participant as described in the market rules Market Rules and in this Agreement; 4.2.7 the information provided in support of its application for authorization to participate as a market participant and/or registration as a program participant, is true, accurate and complete in all respects; 4.2.8 subject to any exemption that the Applicant may have obtained, its participant workstation, if any, complies with or will comply prior to the first date the Applicant participates in the IESO-administered markets and/or programs, with all applicable technical requirements set forth in Appendix 2.2 of the market rules; 4.2.9 (g) the Applicant has or will have prior to the first date the Applicant participates in the IESO-administered markets and/or programs, adequate qualified employees and other personnel and organizational and other arrangements that are sufficient to enable it to perform all of the functions and obligations applicable to market participants and/or program participants, of a Market Participant under the class of market participant and/or program participant of which the Applicant forms part and the IESO-administered market and/or program in which the Applicant wishes to participate;Market Rules; and 4.2.10 subject to the granting of any exemptions for which the Applicant has applied, the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto comply, or will comply prior to the earlier of the first date the Applicant participates in the IESO-administered markets and/or programs and the date the Applicant’s facility connects to the IESO-controlled grid, with all applicable technical requirements as set forth in the market rules applicable to all market participants and/or program participants, the class of market participant and/or program participant of which the Applicant forms part and the IESO- administered markets and/or programs in which the Applicant wishes to participate; 4.2.11 subject to the granting of any exemptions for which the Applicant has applied, the Applicant has provided, or will provide to the IESO prior to the earlier of the first date the Applicant participates in the IESO-administered markets and/or programs and the date the Applicant’s facility connects to the IESO-controlled grid, all of (h) the information required to be submitted provided in and in support of the registration of the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto and that such information its Application for Accreditation is true, accurate and complete in all respects; INFORMATION ONLY 4.2.12 if the Applicant is or intends to be a TR participant, the Applicant has read, has full knowledge of and understands the provisions of the market rules and National Instrument 45-106 – Prospectus and Registration Exemptions, as made by the Canadian Securities Administrators (as the same may be amended, modified, supplemented and/or replaced from time to time, "NI 45-106") and the Applicant warrants that it is an Accredited Investor as such term is defined in NI 45-106 and understands that it must remain so in order to maintain authorization as a financial market participant; and 4.2.13 if the Applicant is or intends to be a TR participant, the Applicant hereby undertakes, covenants and agrees to advise the IESO in writing forthwith upon becoming aware of any event, circumstance or condition known to it that individually or together with all other such events, circumstances or conditions has, had or could have the effect of resulting in the Applicant no longer qualifying as an Accredited Investor.

Representations and Warranties of the Applicant. The Applicant hereby represents and warrants as follows to the IESO and acknowledges and confirms that the IESO is relying on such representations and warranties without independent inquiry (save and except for any testing or inspection that the IESO may have participated in) (i) to ascertain whether the Applicant satisfies the requirements for authorization as a market participant and/or registration with the IESO as a program participant; (ii) to ascertain whether the Applicant is ready and able to participate in the IESO-administered markets and/or programs, and, where applicable, to cause or permit electricity to be conveyed into, through or out of the IESO-controlled grid; and (iii) to authorize the Applicant as a market participant and/or program participant under the market rules: 4.2.1 it is a (**Form of Business Organization**) duly (**Incorporated/Formed/Registered**) and existing under the laws of (**Location**); 4.2.2 it has all the necessary corporate power to enter into and perform its obligations under this Agreement; 4.2.3 the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental action and in the Applicant's good faith belief and after making reasonable inquiry does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a violation or a breach of or a default under or give rise to a right of termination, greater rights or increased costs, amendment or cancellation or the acceleration of any obligation under (i) any charter or by-law instruments of the Applicant; (ii) any contracts or instruments to which the Applicant is a party or by which the Applicant is bound; or (iii) any laws applicable to it; 4.2.4 the individual(s) executing this Agreement, and any document in connection herewith, on behalf of the Applicant have been duly authorized to execute this Agreement and have the full power and authority to bind the Applicant; INFORMATION ONLY; 4.2.5 this Agreement constitutes a legal and binding obligation on the Applicant, enforceable against the Applicant in accordance with its terms; 4.2.6 except for authorization as a market participant and/or registration as a program participant, and registration of any of its facilities or boundary entities by the IESO pursuant to the market rules, as applicable, it holds all permits, licenses and other authorizations that may be necessary to enable it to carry on the business and perform the functions and obligations of a market participant and/or program participant, as applicable, as described in the market rules and in this Agreement; 4.2.7 the information provided in support of its application for authorization to participate as a market participant and/or registration as a program participant, is true, accurate and complete in all respects; 4.2.8 subject to any exemption that the Applicant may have obtained, its participant workstation, if any, complies with or will comply prior to the first date the Applicant participates in the IESO-administered markets and/or programs, with all applicable technical requirements set forth in Appendix 2.2 of the market rules; 4.2.9 the Applicant has or will have prior to the first date the Applicant participates in the IESO-administered markets and/or programs, adequate qualified employees and other personnel and organizational and other arrangements that are sufficient to enable it to perform all of the functions and obligations applicable to market participants and/or program participants, the class of market participant and/or program participant of which the Applicant forms part and the IESO-administered market and/or program in which the Applicant wishes to participate; 4.2.10 subject to the granting of any exemptions for which the Applicant has applied, the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto comply, or will comply prior to the earlier of the first date the Applicant participates in the IESO-administered markets and/or programs and the date the Applicant’s facility connects to the IESO-controlled grid, with all applicable technical requirements as set forth in the market rules applicable to all market participants and/or program participants, the class of market participant and/or program participant of which the Applicant forms part and the IESO- administered markets and/or programs in which the Applicant wishes to participate; 4.2.11 subject to the granting of any exemptions for which the Applicant has applied, the Applicant has provided, or will provide to the IESO prior to the earlier of the first date the Applicant participates in the IESO-administered markets and/or programs and the date the Applicant’s facility connects to the IESO-controlled grid, all of the information required to be submitted in support of the registration of the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto and that such information is true, accurate and complete in all respects; INFORMATION ONLY; 4.2.12 if the Applicant is or intends to be a TR participant, the Applicant has read, has full knowledge of and understands the provisions of the market rules and National Instrument 45-106 – Prospectus and Registration Exemptions, as made by the Canadian Securities Administrators (as the same may be amended, modified, supplemented and/or replaced from time to time, "NI 45-106") and the Applicant warrants that it is an Accredited Investor as such term is defined in NI 45-106 and understands that it must remain so in order to maintain authorization as a financial market participant; and 4.2.13 if the Applicant is or intends to be a TR participant, the Applicant hereby undertakes, covenants and agrees to advise the IESO in writing forthwith upon becoming aware of any event, circumstance or condition known to it that individually or together with all other such events, circumstances or conditions has, had or could have the effect of resulting in the Applicant no longer qualifying as an Accredited Investor.

Representations and Warranties of the Applicant. The Applicant hereby represents represents, warrants and warrants as follows to the IESO and acknowledges and confirms that the IESO is relying on such representations and warranties without independent inquiry agrees that: (save and except for any testing or inspection that the IESO may have participated inA) (i) to ascertain whether the Applicant satisfies and its officers have the requirements for authorization as a market participant and/or registration with the IESO as a program participant; (ii) to ascertain whether the Applicant is ready full right, power and able to participate in the IESO-administered markets and/or programs, and, where applicable, to cause or permit electricity to be conveyed into, through or out of the IESO-controlled grid; and (iii) to authorize the Applicant as a market participant and/or program participant under the market rules: 4.2.1 it is a duly and existing under the laws of ; 4.2.2 it has all the necessary corporate power authority to enter into and perform all of the provisions of this Agreement and all other instruments and documents executed or delivered in connection herewith (collectively, the "Documents") and to incur the obligations contained herein and that all action on the part of Applicant, its obligations under this Agreement; 4.2.3 directors and shareholders, members and/or partners necessary for the authorization, execution, delivery and performance by the Applicant of this Agreement by it and all other Documents and for the consummation of the transactions contemplated herein and therein, and has been duly authorized taken. All documents and agreements executed and delivered pursuant hereto or in connection herewith, when delivered, will be the valid and binding obligations of the Applicant and/or such officer(s) enforceable in accordance with their respective terms; (B) the execution and delivery by Applicant of this Agreement and all necessary corporate and/or governmental action other Documents and compliance herewith and therewith will not with or without notice or the passage of time or both result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under any provision of, any state or federal law to which the Applicant is subject, the Applicant's good faith belief and after making reasonable inquiry does not (or would not with the giving certificate of notice, the lapse of time or the happening of any other event or condition) result in a violation or a breach of or a default under or give rise to a right of termination, greater rights or increased costs, amendment or cancellation or the acceleration of any obligation under (i) any charter incorporation or by-law instruments of the Applicant; (ii) laws, partnership agreement or other organizational documents, as amended, or any contracts mortgage, indenture, agreement, instrument, judgment, decree, order, rule or instruments regulation or other restriction to which the Applicant is a party or by which it or any of its property is bound, or may be affected, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Applicant is bound; pursuant to any such term or (iii) give to any laws applicable other person or entity the right to itaccelerate the time for performance of any obligation of the Applicant; 4.2.4 (C) there has been no material adverse change in the individual(sfinancial condition or affairs of the Applicant since the date of the Initial Financial Statements provided pursuant to Xxxxxxxxx 0 xxxxxx; (X) executing this Agreementeach and every representation and warranty made by the Applicant or any of its officers, and directors, employees or stockholders in any instrument or document heretofore delivered by the Applicant to CII or executed in connection herewith, including, without limitation, the Applicant's Application, remains true and accurate in all respects and does not (and nor does this Agreement or any of the Funding Documents or any of the Documents) contain any untrue statement of a material fact or omit to state a fact necessary in order to make the statements contained therein not misleading; (E) Applicant has sufficient financial capability and resources to complete the Project and the FTP Project in accordance with the Application and Project Proposal and Budget; (F) Applicant is in compliance with all of the terms, conditions and requirements of the Federal Grant; (G) there is neither pending nor threatened any action, suit, proceeding or claim whether or not purportedly on behalf of the Applicant, to which the Applicant have been duly authorized or any partner of or material participant in the Applicant is or may be named as a party of or to execute which the Applicant's or any such person's or entity's property is or may be subject; (H) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority on the part of the Applicant is required in connection with the valid execution and delivery of this Agreement and have or the full power and authority to bind other Documents or the Applicant; INFORMATION ONLY 4.2.5 consummation of any other transaction contemplated by this Agreement constitutes a legal and binding obligation on other than the Applicant, enforceable against execution of the contract or agreement evidencing an award of Federal Grant funds; (I) the Applicant in accordance with its terms; 4.2.6 except for authorization as a market participant and/or registration as a program participant, and registration of any of its facilities or boundary entities by the IESO pursuant to the market rules, as applicable, it holds all franchises, permits, licenses and other authorizations that may similar authority, necessary for the conduct of its business as now being conducted by it and believes it can obtain any similar authority necessary for the conduct of its business as planned to be necessary to enable conducted, and it to carry on is not in violation, nor will the business and perform transactions contemplated by this Agreement cause a violation of the functions and obligations terms or provisions of a market participant and/or program participantany such franchise, permit, license or other similar authority; and (J) the Applicant is not in violation of any term of its Certificate of Incorporation or Bylaws, partnership agreement or other organizational documents, as applicable, as described in amended. Neither the market rules and in this Agreement; 4.2.7 the information provided in support Applicant nor any of its application for authorization property is in violation of any term of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation to participate as a market participant and/or registration as a program participant, which the Company or any of such property is true, accurate and complete in all respects;subject. 4.2.8 subject to any exemption that the Applicant may have obtained, its participant workstation, if any, complies with or will comply prior to the first date the Applicant participates in the IESO-administered markets and/or programs, with all applicable technical requirements set forth in Appendix 2.2 of the market rules; 4.2.9 the Applicant has or will have prior to the first date the Applicant participates in the IESO-administered markets and/or programs, adequate qualified employees and other personnel and organizational and other arrangements that are sufficient to enable it to perform (K) all of the functions foregoing warranties and obligations applicable to market participants and/or program participantsrepresentations are true, the class of market participant and/or program participant of which the Applicant forms part complete and the IESO-administered market and/or program in which the Applicant wishes to participate; 4.2.10 subject to the granting of any exemptions for which the Applicant has applied, the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto comply, or will comply prior to the earlier correct as of the first date the Applicant participates in the IESO-administered markets and/or programs hereof and the date the Applicant’s facility connects to the IESO-controlled grid, with all applicable technical requirements as set forth in the market rules applicable to all market participants and/or program participants, the class of market participant and/or program participant of which the Applicant forms part and the IESO- administered markets and/or programs in which the Applicant wishes to participate; 4.2.11 subject to the granting of any exemptions for which the Applicant has applied, the Applicant has provided, or will provide to the IESO prior to the earlier of the first date the Applicant participates in the IESO-administered markets and/or programs and the date the Applicant’s facility connects to the IESO-controlled grid, all of the information required to be submitted in support of the registration of the facilities or boundary entities that the Applicant has registered with the IESO and the equipment related thereto and that such information is true, accurate complete and complete in all respects; INFORMATION ONLY 4.2.12 correct at the time of each disbursement of Grant funds as if made at the Applicant is or intends to be a TR participant, the Applicant has read, has full knowledge of time thereof and understands the provisions of the market rules and National Instrument 45-106 – Prospectus and Registration Exemptions, as made by the Canadian Securities Administrators (as the same may be amended, modified, supplemented and/or replaced from time to time, "NI 45-106") and the Applicant warrants that it is an Accredited Investor as such term is defined in NI 45-106 and understands that it must remain so in order to maintain authorization as a financial market participant; and 4.2.13 if the Applicant is or intends to be a TR participant, the Applicant hereby undertakes, covenants and agrees to advise the IESO in writing forthwith upon becoming aware of any event, circumstance or condition known to it that individually or together with all other such events, circumstances or conditions has, had or could have the effect of resulting in the Applicant no longer qualifying as an Accredited Investorrespect thereto.