Representations of the Participant. The Participant acknowledges that the Participant has received and read and understands the Plan, the Award Agreement, and the Stockholder Agreement and agrees to abide by and be bound by their terms and conditions.
Representations of the Participant. Applicant represents that Applicant is duly authorized to represent the interests of a Customer with regard to the DLM Program. Applicant shall at all times conduct business consistent with the requirements of Con Edison and the rules of the DLM Program, and in an ethical manner consistent with reasonable expectations of professional conduct, and Applicant shall not represent the DLM Program in a manner that would violate the requirements of Con Edison and the rules of the DLM Program and that could adversely affect Con Xxxxxx’s business, operations, reputation, and good standing with Con Xxxxxx’s customers or the community. Without limitation, Applicant shall, and shall ensure that all Customers hereunder (1) comply with applicable laws, ordinances, regulations, codes and all requirements applicable to the DLM Program, (2) maintain any and all relevant trade and other licenses as required by federal, state, county, or municipal government in connection with any activity by Applicant related to the DLM Program, (3) represent truthfully, fully and accurately the technology and services proposed in connection with the DLM Program and Applicant shall not make any misrepresentations in this regard, (4) ensure that all information provided to Con Edison with respect to the DLM Program shall be truthful, accurate, and complete, including, without limitation, information provided as part of submitted applications and reports, and Applicant shall not make any misrepresentations in this regard, (5) maintain the confidentiality obligations provided for by this Agreement, including, without limitation, that Applicant shall not share Incentive Rates for approved or not approved Aggregations without the express written consent of Con Edison, and (6) notify Con Edison within ten business days and provide the identity of the disclosing party if Applicant receives information from another party regarding Incentive Rates for approved or not approved Aggregations. Without limitation to the foregoing provided for by this Section XX, Applicant shall ensure that any Customer in the DLM Program is aware of the responsibility of such Customer to ensure that any use of generators meets all federal, state, and local regulations, and their permitted conditions. In addition, Applicant shall ensure that if a Customer is permitted to use electric generation, then such Customer is aware of such Customer’s responsibility for tracking the hours of use or amount of emissions to ensure par...
Representations of the Participant. The Participant hereby represents to the Company that the Participant has read and fully understands the provisions of this Agreement and the Plan and his or her decision to participate in the Plan is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors with respect to the tax consequences of this award.
Representations of the Participant. In addition to the representations set out in Section 8.1, the Participant represents and warrants to the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this Agreement:
(a) all statements, specifications, data, confirmations and information set out in each Application are complete and accurate in all material respects and are hereby restated and reaffirmed by the Participant as of the date of this Agreement;
(b) all of the information set out in this Agreement pertaining to the Participant, and the Project or Portfolio, is true and correct, or, to the extent it relates to a Project or Portfolio yet to be constructed, is an accurate representation of the Participant's plans and designs for the construction of the Project or Portfolio;
(c) the Participant meets all of the eligibility requirements set out in Section 1.2 of the Program Rules and each Project is an eligible Project pursuant to Section 1.3 or Section 1.4 of the Program Rules, as applicable;
(d) there are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against, or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant;
(e) there are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Participant, threatened against the Participant, that could have a Material Adverse Effect on the Participant;
(f) all requirements for the Participant to make any declaration, filing or registration with, give any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied;
(g) the Facility is electrically connected to the Transmission System;
(h) the Participant did not, without the prior written consent of the IESO, purchase, lease or otherwise obtain any equipment, materials or other goods, or enter into any agreement for the provision of services, relating to the Project or Portfolio in respect of which this Agreement is being entered into prior to submitting a Project Incentive Application;
(i) the Project or Portfolio does not involve the installation of any equipment or system or the operation thereof that, in either case, does not comply with all Applicable Laws;
(j) a complet...
Representations of the Participant a. By accepting and executing this Grant Agreement, the Participant represents, warrants and acknowledges:
i. that he or she requested and is satisfied that the foregoing be drawn up in the English language. Le soussigné reconnaît qu’il a exigé que ce qui précède soit rédigé et exécuté en anglais et s’en déclare satisfait;
ii. his or her participation in the trade and acceptance of the RSUs is voluntary;
iii. that he or she has not been induced to participate in the Plan by expectation of engagement, appointment, employment, continued engagement, continued appointment or continued employment, as applicable, with the Corporation or its Affiliates;
iv. that he or she has received, or has had the opportunity to receive independent legal advice in connection with the terms and conditions of this Grant Agreement and the Plan (including the consequences of the cession of the Participant’s Employment upon the RSUs);
v. that the grant of the RSUs does not create the right or expectation for any additional grants of RSUs even if the Participant has been repeatedly awarded grants of RSUs;
vi. that RSUs do not form an integral part of the Participant’s compensation from employment, if applicable;
vii. he or she has received a copy of the Plan, including the Accession Agreement attached thereto as Schedule B;
viii. the terms and conditions of the Plan are fair and reasonable;
ix. he or she has read and understood the Plan and this Grant Agreement, and agrees to the terms and conditions thereof including, without limitation, those terms, conditions and definitions set out in Section 4.6 [Limitation on Transfer], Section 4.7 [Cessation of Service], Section 4.8 [Call Right], Section 4.9 [Lockup], Section 4.12 [Unanimous Shareholders Agreement], and Section 4.13 [Roll Up Transaction] of the Plan, and Section 2 [Drag Along Rights], Section 3 [Tag Along Rights], Section 4 [Sale Procedures] and Section 5 [Revised Vesting Period and Forfeiture] of this Grant Agreement;
x. until such time as the Shares or the Common Shares or any other share convertible into Common Shares, or any successor security of the Corporation, regularly 112635107
Representations of the Participant. The Participant has reviewed this Notice, the Award Agreement and the Plan in their entirety, has had an opportunity to have such reviewed by his or her legal and tax advisers, and hereby attests that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents or affiliates. The Participant represents to the Company that he or she is familiar with the terms of this Notice, the Award Agreement and the Plan, and hereby accepts the RSUs subject to all of its terms. The Participant hereby agrees that all questions of interpretation and administration relating to this Notice, the Award Agreement and the Plan shall be solely resolved by the Committee.
Representations of the Participant. 2.1 No Representations by or on Behalf of the Company. The Participant is not relying on any representation, warranty, or statement made by the Company or any agent, employee or officer, director, shareholder, or other controlling person of the Company regarding the Grant Shares or this Award.
Representations of the Participant. The Participant shall at all times conduct business consistent with the requirements of O&R and the Participant Guide, and in an ethical manner consistent with reasonable expectations of professional conduct, and the Participant shall not represent the Program in a manner that would violate the requirements of O&R and the Participant Guide and that could adversely affect O&R’s business, operations, reputation, and good standing with O&R’s customers or the community. Without limitation, the Participant shall (1) comply with applicable laws, ordinances, regulations, codes and all requirements applicable to the Program, (2) maintain any and all relevant trade and other licenses as required by federal, state, county, or municipal government in connection with any activity by the Participant related to the Program, (3) represent truthfully, fully and accurately the technology and services proposed in connection with the Program and the Participant shall not make any misrepresentations in this regard, (4) ensure that all information provided to O&R with respect to the Project shall be truthful, accurate, and complete, including, without limitation, information provided as part of submitted applications and reports, information related to project costs and associated documentation (including, without limitation, invoice dates, equipment costs, make and model, quantities), and the Participant shall not make any misrepresentations in this regard, (5) make prompt request of O&R for any change in scope related to the Project and the Participant shall not implement any change in scope related to the Project without the prior approval of O&R. A failure under this Section XVIII by the Participant shall be considered by O&R as evidence of a violation of this Agreement and may be considered an event of default under Section XVII.
Representations of the Participant. As a condition to the exercise of these options, the Company, in its discretion, may require the Participant to deliver to the Company such signed representations (if any) as the Company deems necessary or appropriate for compliance with applicable securities laws of the U.S. and any other applicable jurisdictions.
Representations of the Participant. The Participant represents to the Sponsor as follows, and acknowledges that the Sponsor is relying on such representations in entering into this Agreement:
(a) The Participant is registered or otherwise qualified to carry on business in the Province of Ontario, and has the requisite power to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed and delivered by the Participant and is a valid and binding obligation of the Participant enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
(c) The execution and delivery of this Agreement by the Participant and the consummation of the transactions contemplated by this Agreement will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the termination, cancellation or acceleration of any material obligation of the Participant under:
(i) any contract or obligation to which the Participant is a party or by which it or its assets may be bound, except for such defaults or conflicts as to which requisite waivers or consents have been obtained;
(ii) the articles, by-laws or other constating documents or resolutions of the directors or shareholders of the Participant;
(iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;
(iv) any licence, permit, approval, consent or authorization held by the Participant; or
(v) any Laws and Regulations;
(d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant.
(e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Participant or, to the knowledge of the Participant, threatened against the Participant or any of its property, nor has the Participant consented to an order for a proceeding under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislation.
(f) All requirements for the Participant to make any filing, declaration or registrat...
