Common use of Representations and Warranties of the Service Provider Clause in Contracts

Representations and Warranties of the Service Provider. The Service Provider hereby represents and warrants to the YieldCo Parties that, as of the date hereof: (a) it is validly organized and existing under the laws of the State of Delaware; (b) it or another member of the Service Provider Group, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be valid; (c) it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; (d) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (e) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the Service Provider’s ability to perform its obligations under this Agreement; (f) no authorization, consent or approval of, or filing with or notice to, any Person is required in connection with the execution, delivery or performance by it of this Agreement; and (g) this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Service Provider. (a) The Service Provider hereby represents and warrants to the YieldCo Parties that, Province as of the date hereofof this Agreement and the date of each advance of a loan under this Agreement and any Loan Request that: (ai) if the Service Provider is a corporation, it is a corporation duly incorporated and validly organized and existing under the laws of its jurisdiction of incorporation, and is duly registered or qualified to carry on business in such jurisdiction, the State Province of DelawareAlberta and in any other jurisdiction(s) in which it carries on business; (bii) it or another member of if the Service Provider Groupis a partnership, as applicable, holdsit is a partnership duly created and validly existing under the laws of its jurisdiction of formation, and shall holdis duly registered or qualified to carry on business in such jurisdiction, such Permits as are necessary to perform its obligations hereunder the Province of Alberta and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, in any reason why such Permits might no longer be validother jurisdiction(s) in which it carries on business; (ciii) it has the powerfull right, capacity power and authority to own its property and to carry on its business as now being conducted, to enter into this Agreement and to perform its obligations hereunder; (d) it has taken all necessary action to authorize the execution, delivery and performance of under this Agreement; (eiv) the execution and delivery of this Agreement by it and, and the performance by it of each of its obligations hereunder have been duly authorized by all necessary action and do not and will not contraveneconflict with, breach violate or result in any cause a default under its Governing Instruments, governing documents or under any mortgage, lease, agreement applicable laws or other legally binding instrument, Permit or Law agreements to which it is a party subject or by which it or any of its properties or assets may be is bound, except for any such contravention, breach or default which would not have a material adverse effect on the Service Provider’s ability to perform its obligations under this Agreement; (fv) no authorizationit is a "gas service provider" as defined in Section 12(1) of the Act and, consent or approval ofupon the delivery of a Loan Request in respect of the Service Provider by the Commission to the Province, or filing with or notice to, all of the amounts set forth in any Person such Loan Request shall be in respect of amounts for which the Province is required in connection with authorized to provide a loan to the execution, delivery or performance by it of this Agreement; andService Provider under the Act; (gvi) this Agreement constitutes its a legal valid and legally binding obligation, obligation of the Service Provider enforceable against it in accordance with its terms, subject to (i) except as the foregoing may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, fraudulent conveyance, reorganization and other moratorium or similar laws of general application limiting the enforcement affecting enforceability of creditors’ ' rights generally; (vii) the Service Provider is in compliance in all material respects with all laws, rules and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as regulations which apply to the availability Service Provider or its business; and (viii) no event has occurred which constitutes, or which with notice, lapse of equitable remediestime, whether such principles are considered or both, would constitute, an Event of Default (as defined below). (b) The Service Provider acknowledges that the Province is relying on the above representations and warranties in a proceeding at law or in equityentering into and performing its obligations under this Agreement and the other Loan Documents.

Representations and Warranties of the Service Provider. (a) The Service Provider hereby represents and warrants to the YieldCo Parties that, Balancing Pool as of the date hereofof this Agreement and the date of each advance of funding under this Agreement and any Funding Request that: (ai) if the Service Provider is a corporation, it is a corporation duly incorporated and validly organized and existing under the laws of its jurisdiction of incorporation, and is duly registered or qualified to carry on business in such jurisdiction, the State Province of DelawareAlberta and in any other jurisdiction(s) in which it carries on business; (bii) it or another member of if the Service Provider Groupis a partnership, as applicable, holdsit is a partnership duly created and validly existing under the laws of its jurisdiction of formation, and shall holdis duly registered or qualified to carry on business in such jurisdiction, such Permits as are necessary to perform its obligations hereunder the Province of Alberta and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, in any reason why such Permits might no longer be validother jurisdiction(s) in which it carries on business; (ciii) it has the powerfull right, capacity power and authority to own its property and to carry on its business as now being conducted, to enter into this Agreement and to perform its obligations hereunder; (d) it has taken all necessary action to authorize the execution, delivery and performance of under this Agreement; (eiv) the execution and delivery of this Agreement by it and the performance by it of each of its obligations hereunder have been duly authorized by all necessary action and do not and will not contraveneconflict with, breach violate or result in any cause a default under its Governing Instruments, governing documents or under any mortgage, lease, agreement applicable laws or other legally binding instrument, Permit or Law agreements to which it is a party subject or by which it or any of its properties or assets may be is bound, except for any such contravention, breach or default which would not have a material adverse effect on the Service Provider’s ability to perform its obligations under this Agreement; (fv) no authorizationit is an "electricity service provider" as defined in Section 2(1) of the Act and, consent or approval ofupon the delivery of a Funding Request in respect of the Service Provider by the Commission to the Balancing Pool, or filing with or notice to, all of the amounts set forth in any Person such Funding Request shall be in respect of amounts for which the Balancing Pool is required in connection with authorized to provide funding to the execution, delivery or performance by it of this Agreement; andService Provider under the Act; (gvi) this Agreement constitutes its a legal valid and legally binding obligation, obligation of the Service Provider enforceable against it in accordance with its terms, subject to (i) except as the foregoing may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, fraudulent conveyance, reorganization and other moratorium or similar laws of general application limiting the enforcement affecting enforceability of creditors’ ' rights generally; (vii) the Service Provider is in compliance in all material respects with all laws, rules and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as regulations which apply to the availability Service Provider or its business; and (viii) no event has occurred which constitutes, or which with notice, lapse of equitable remediestime, whether such principles are considered or both, would constitute, an Event of Default (as defined below). (b) The Service Provider acknowledges that the Balancing Pool is relying on the above representations and warranties in a proceeding at law or in equityentering into and performing its obligations under this Agreement and the other Funding Documents.

Representations and Warranties of the Service Provider. The Contracting Authority has entered this Agreement in reliance on the representations and warranties of the Service Provider hereby and the Service Provider represents and warrants to the YieldCo Parties Contracting Authority (and in the case of (k) undertakes) that, as of the date hereof: (a) it is duly organised and validly organized and existing under the laws of Kenya, and has full power and authority to execute and perform its obligations under this Agreement, the State of DelawareFinancing Agreements and the Principal Sub-Contracts and to carry out the transactions contemplated hereby; (b) it or another member has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of the Service Provider Group, as applicable, holds, this Agreement and shall hold, such Permits as are necessary to validly exercise its rights and perform its obligations hereunder under this Agreement, the Financing Agreements and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be validPrincipal Sub-Contracts; (c) it has the power, financial standing and capacity and authority to enter into undertake the Project in accordance with the terms of this Agreement and to perform its obligations hereunderAgreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it has taken in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (e) it is subject to the laws of Kenya, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (f) the information furnished in the Bid and as updated in writing on or before the date of this Agreement is true and accurate in all necessary action to authorize respects as on the date of this Agreement; (g) the execution, delivery and performance of this Agreement; (e) , the execution and delivery of this Agreement by it Financing Agreements and the Principal Sub-Contracts will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by it any of the terms of its obligations hereunder do not Memorandum and will not contraveneClauses of Association or those of any member of the Consortium or any Applicable Laws or any covenant, breach contract, agreement, arrangement, understanding, decree or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law order to which it is a party or by which it or any of its properties or assets may be boundis bound or affected; (h) there are no actions, except for suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any such contraventioncourt or before any other judicial, breach quasi-judicial or default other authority, the outcome of which would not have a result in the breach of this Agreement or which individually or in the aggregate may result in any material adverse effect on the Service Provider’s impairment of its ability to perform any of its obligations under this Agreement; (f) no authorization, consent or approval of, or filing with or notice to, any Person is required in connection with the execution, delivery or performance by it of this Agreement; and (g) this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Service Provider. a) The Service Provider hereby represents and warrants to the YieldCo Parties Fund that, as of the date hereof: (ai) it It is validly duly organized and validly existing under the laws of the State jurisdiction of Delawareits organization and is in good standing thereunder; (bii) it or another member of the Service Provider Group, as applicable, holdsIt, and shall holdits signatory, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform have the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be valid; (c) it has the power, capacity requisite power and authority to enter into this Agreement into, deliver and to perform its obligations hereunder; (d) it has taken all necessary action to authorize the execution, delivery and performance of under this Agreement; (eiii) the execution and delivery of It will not by entering into this Agreement by it and the performance by it (A) be required to take any action contrary to its constitutional documents or any applicable statute, law or regulation of any jurisdiction which would materially limit or materially adversely affect its obligations hereunder do not and will not contravene, ability to perform its duties under this Agreement or (B) breach or result in cause to be breached any default under its Governing Instrumentsundertaking, agreement, contract, statute, rule or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law regulation to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default is bound which would not have a material adverse effect on the Service Provider’s materially limit or materially adversely affect its ability to perform its obligations duties under this Agreement;. (fiv) no authorization, consent or approval of, or filing with or notice to, any Person This is required in connection with the execution, delivery or performance by it of this Agreement; and (g) this Agreement constitutes its a valid and legally binding obligation, Agreement enforceable against it in accordance with its terms, terms subject to (i) applicable the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization reorganization, moratorium and other similar laws of general application limiting the enforcement of relating to or affecting creditors’ rights and remedies generally, and general equitable principles (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding in equity or at law law) and an implied covenant of good faith and fair dealing; v) It will maintain in full force and effect all registrations, licenses or consents of any governmental entity or other authority that may be required in equityconnection with its activities and will comply in all material respects with all applicable laws, regulations and orders to which it may be subject; vi) It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement. b) Such representations and warranties shall continue during the term of this Agreement and if, at any time, any event has occurred which would make any of the foregoing representations or warranties not true, the Service Provider shall notify the Fund in writing.

Representations and Warranties of the Service Provider. The Service Provider hereby represents represents, warrants and warrants covenants to the YieldCo Parties thatCCAC as follows and acknowledges that the CCAC is relying upon such representations, as of the date hereofwarranties and covenants in entering into this Agreement and performing its obligations under this Agreement: (a) it the Service Provider (or, if applicable, each Party constituting the Service Provider) is validly organized and existing a legal entity legally established under the laws of the State of Delaware; (b) it or another member of the Service Provider Group, as applicable, holds, its jurisdiction and shall hold, such Permits as are has all necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be valid; (c) it has the power, capacity power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder; (d) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (e) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the Service Provider’s ability to perform its obligations under this Agreement; (b) the Service Provider has taken all necessary actions to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c) this Agreement has been duly executed and delivered by the Service Provider and is a legal, valid and binding obligation of it, enforceable against it by the CCAC in accordance with its terms; (d) neither the execution and delivery by the Service Provider of this Agreement nor the performance by it of its obligations under this Agreement will result in a violation of, (i) its constating documents or by-laws or any of the resolutions passed by its board of directors or shareholders; or (ii) any Applicable Law; (e) the Service Provider has and shall at all times have the right to perform all of its obligations to the CCAC set out in this Agreement; (f) there is no requirement for the Service Provider to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any government or filing with or notice to, any Person is required in connection with regulatory authority as a condition to the execution, delivery or performance lawful consummation by it the Service Provider of the transactions contemplated by this Agreement; and; (g) this Agreement constitutes its valid the Service Provider is an established provider of health care services, and legally binding obligationhas, enforceable against it and will have, the skills, qualifications, expertise and experience necessary to perform and manage the Services in accordance with the Performance Standards Schedule; (h) the Service Provider holds and will continue to hold throughout the Agreement Term all municipal, provincial or federal licences, approvals and permits required to perform its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generallyobligations hereunder, and all of the Service Provider’s Personnel who attend at the Service Delivery Location to provide any Services are duly qualified to provide such Services, in accordance with the Applicable Law; (iik) general principles none of equitythe Intellectual Property Rights the Service Provider uses or will use to provide Services or to discharge its obligations will infringe or violate the Intellectual Property Rights, including standards industrial property, privacy, moral or other rights of materialityany Third Party; the Service Provider shall comply with all policies, good faith, fair dealing plans and reasonableness, equitable defenses and limits as procedures that relate to the availability Services, as those policies, plans and procedures are provided to the Service Provider by the CCAC; and the Service Provider is under no current obligation or restriction, nor will it knowingly assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of equitable remediesinterest concerning the performance to be rendered, whether such principles or the rights granted, under this Agreement. (1) The Service Provider covenants and agrees to take all steps necessary to cause each of its representations and warranties contained in this Agreement to remain true and correct throughout the Agreement Term. (2) The Service Provider represents and warrants that the Standard Equipment and Supplies and all components thereof will be new or the equivalent of new and shall be free from defects in material or workmanship and shall comply with the Applicable Law. (3) The representations and warranties expressed in this Agreement are considered in a proceeding at law addition to all other warranties express or implied by statute or otherwise and are in addition to all obligations or liabilities on the part of the Service Provider arising out of, or in equityconnection with, the performance of its obligations under this Agreement.

Representations and Warranties of the Service Provider. 6.1.1 The Service Provider hereby represents and warrants to the YieldCo Parties Authority that, as of the date hereof: (a) it is duly organised and validly organized and existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the State of Delawaretransactions contemplated hereby; (b) it or another member has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of the Service Provider Group, as applicable, holds, this Agreement and shall hold, such Permits as are necessary to validly exercise its rights and perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be validunder this Agreement; (c) it has the power, financial standing and capacity and authority to enter into undertake the Project in accordance with the terms of this Agreement and to perform its obligations hereunderAgreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it has taken in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all necessary action to authorize respects as on the date of this Agreement; (g) the execution, delivery and performance of this Agreement; (e) Agreement will not conflict with, result in the execution and delivery breach of, constitute a default under, or accelerate performance required by any of this Agreement by it and the performance by it terms of its obligations hereunder do not Memorandum and will not contraveneArticles of Association or any Applicable Laws or any covenant, breach contract, agreement, arrangement, understanding, decree or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law order to which it is a party or by which it or any of its properties or assets is bound or affected; (h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may be bound, except for result in the breach of this Agreement or which individually or in the aggregate may result in any such contravention, breach material impairment of its ability to perform any of its obligations under this Agreement; (i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which would not have a may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the Service Provider’s performance of its obligations under this Agreement; (j) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; (fk) no authorizationrepresentation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty; (l) no sums, consent in cash or approval ofkind, have been paid or filing with will be paid, by it or notice toon its behalf, to any Person is required person by way of fees, commission or otherwise for securing the Project or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection with the execution, delivery or performance by it of this Agreementtherewith; and (gm) this Agreement constitutes its valid and legally binding obligation, enforceable against it all information provided by the Service Provider in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as response to the availability RFP or otherwise, is to the best of equitable remediesits knowledge and belief, whether such principles are considered true and accurate in a proceeding at law or in equityall material respects.

Representations and Warranties of the Service Provider. The Service Provider hereby represents represents, warrants and warrants covenants to the YieldCo Parties thatCCAC as follows and acknowledges that the CCAC is relying upon such representations, as of the date hereofwarranties and covenants in entering into this Agreement and performing its obligations under this Agreement: (a) it the Service Provider (or, if applicable, each Party constituting the Service Provider) is validly organized and existing a legal entity legally established under the laws of the State of Delaware; (b) it or another member of the Service Provider Group, as applicable, holds, its jurisdiction and shall hold, such Permits as are has all necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be valid; (c) it has the power, capacity power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder; (d) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (e) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the Service Provider’s ability to perform its obligations under this Agreement; (b) the Service Provider has taken all necessary actions to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c) this Agreement has been duly executed and delivered by the Service Provider and is a legal, valid and binding obligation of it, enforceable against it by the CCAC in accordance with its terms; (d) neither the execution and delivery by the Service Provider of this Agreement nor the performance by it of its obligations under this Agreement will result in a violation of, (i) its constating documents or by-laws or any of the resolutions passed by its board of directors or shareholders; or (ii) any Applicable Law; (e) the Service Provider has and shall at all times have the right to perform all of its obligations to the CCAC set out in this Agreement; (f) there is no requirement for the Service Provider to make any filing with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any government or filing with or notice toregulatory authority as a condition to the lawful consummation by the Service Provider of the transactions contemplated by this Agreement; (g) the Service Provider is an established provider of health care services, any Person is required and has, and will have, the skills, qualifications, expertise and experience necessary to perform and manage the Services in connection accordance with the executionPerformance Standards Schedule; (h) the Service Provider holds and will continue to hold throughout the Agreement Term all municipal, delivery provincial or performance federal licences, approvals and permits required to perform its obligations hereunder, and all of the Service Provider’s Personnel who attend at the Service Delivery Location to provide any Services are duly qualified to provide such Services, in accordance with the Applicable Law; (i) none of the Intellectual Property Rights the Service Provider uses or will use to provide Services or to discharge its obligations will infringe or violate the Intellectual Property Rights, industrial property, privacy, moral or other rights of any Third Party; (j) the Service Provider shall comply with all policies, plans and procedures that relate to the Services, as those policies, plans and procedures are provided to the Service Provider by it of this Agreementthe CCAC; and (gk) the Service Provider is under no current obligation or restriction, nor will it knowingly assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning the performance to be rendered, or the rights granted, under this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equityAgreement.

Representations and Warranties of the Service Provider. The Service Provider hereby represents and warrants to the YieldCo Parties that, as of the date hereof: (a) it is validly organized and existing under the laws of the State of Delaware; (b) it or another member of the Service Provider Group, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be valid; (c) it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; (d) it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (e) the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the Service Provider’s ability to perform its obligations under this Agreement; (f) no authorization, consent or approval of, or filing with or notice to, any Person is required in connection with the execution, delivery or performance by it of this Agreement; and (g) this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Representations and Warranties of the Service Provider. The Service Provider hereby (SP) represents and warrants to the YieldCo Parties Purchaser or its nominated agencies that, as of the date hereof: (a) it It is validly duly organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and other agreements and to carry out the State of Delawaretransactions contemplated hereby; (b) it or another member It is a competent provider of the Service Provider Group, as applicable, holds, a variety of Information Technology and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might no longer be validbusiness process management services; (c) it It has taken all necessary corporate and other actions under laws applicable to its business to authorize the power, capacity execution and authority to enter into delivery of this Agreement and to validly exercise its rights and perform its obligations hereunderunder this Agreement; (d) from the Effective Date, it will have the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) in providing the Services, it shall use reasonable endeavours not to cause any unnecessary disruption to Purchaser's normal business operations (f) this Agreement has taken been duly executed by it and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement shall be legally valid, binding and enforceable against it in accordance with the terms hereof; (g) the information furnished in the Service Provider’s response to the RFP and any subsequent clarification pertaining to the evaluation process, furnished on or before the date of this Agreement is to the best of its knowledge and belief true and accurate in all necessary action to authorize material respects as at the date of this Agreement; (h) the execution, delivery and performance of this Agreement; (e) Agreement shall not conflict with, result in the execution and delivery breach of, constitute a default by any of this Agreement by it and the performance by it terms of its obligations hereunder do not Memorandum and will not contraveneArticles of Association or any Applicable Laws or any covenant, breach contract, agreement, arrangement, understanding, decree or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or Law order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no material actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may be bound, except for result in the breach of this Agreement or which individually or in the aggregate may result in any such contravention, breach material impairment of its ability to perform any of its material obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Adverse Effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have a material adverse effect or may have an Adverse Effect on the Service Provider’s its ability to perform its obligations under this Agreement; (fl) no authorization, consent representation or approval of, or filing with or notice to, any Person is required in connection with the execution, delivery or performance warranty by it contained herein or in any other document furnished by it to Purchaser or its nominated agencies in relation to the Required Consents contains or shall contain any untrue or misleading statement of this Agreementmaterial fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; and (gm) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for entering into this Agreement constitutes or for influencing or attempting to influence any officer or employee of Purchaser or its valid and legally binding obligation, enforceable against it nominated agencies in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equityconnection therewith.