Common use of Representations of the Participant Clause in Contracts

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 participation in tests and/or events in compliance with all limits on hours of use or amount of emissions. Also, without limitation, Applicant shall ensure appropriate registration and compliance in accordance with the requirements of the Uniform Business Practices for Distributed Energy Resource (DER) Suppliers, which is provided for by New York State Public Service Commission (PSC) Case 15-M-0180. Applicant represents that Applicant shall inform any Customer to be enrolled for participation in the DLM Program that such Customer will then forego any of two compensation streams that may be received by Customer as part of a Con Edison Rider R Tariff program for the duration of the term hereof, particularly DRV and LSRV compensation streams. A failure under this Section XX by Applicant shall be considered by Con Xxxxxx as evidence of a breach of this Agreement and may be considered an event of default under Section XIX.

Representations of the Participant. Applicant represents The Participant acknowledges that Applicant is duly authorized to represent the interests of a Customer with regard to Participant has received, read and understood the DLM Program. Applicant shall at all times conduct business consistent with the requirements of Con Edison Plan and the rules of the DLM Program, Option Agreement and in an ethical manner consistent with reasonable expectations of professional conduct, agrees to abide by and Applicant shall not represent the DLM Program in a manner that would violate the requirements of Con Edison be bound by their terms 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 the undersigned Participant represents and warrants to the Company the following: (a) Participant has received a Customer is permitted copy of the Plan, the Option Agreement and this Exercise Notice, has read and understands the terms of the Plan, the Option Agreement, and this Exercise Notice, and agrees to use electric generation, then such Customer be bound by their terms and conditions. (b) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Common Units. Participant is acquiring these Common Units for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). (c) Participant acknowledges and understands that the Common Units constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon among other things, the bona fide nature of Participant’s investment intent as expressed herein. Participant further understands that the Common Units must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such Customerregistration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Common Units. Participant understands that the certificate evidencing the Common Units will be imprinted with a legend which prohibits the transfer of the Common Units unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company. (d) Participant is familiar with the provisions of Rule 144 promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions, including: (i) the resale being made through a broker in an unsolicited “broker’s responsibility for tracking transaction” or in transactions directly with a “market maker”, (ii) the hours availability of use or certain public information about the Company, (iii) the amount of emissions to ensure participation Common Units being sold during any three month period not exceeding the limitations specified in tests and/or events Rule 144(e); (iv) the timely filing of a Form 144; and (v) satisfaction of a one-year holding period. (e) Participant further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with all limits on hours of use Regulation A, or amount of emissions. Also, without limitation, Applicant shall ensure appropriate some other registration and compliance in accordance with the requirements exemption will be required. (f) Participant is a resident of the Uniform Business Practices for Distributed Energy Resource (DER) Suppliers, which is provided for by New York State Public Service Commission (PSC) Case 15-M-0180. Applicant represents that Applicant shall inform any Customer to be enrolled for participation in the DLM Program that such Customer will then forego any state of two compensation streams that may be received by Customer as part of a Con Edison Rider R Tariff program for the duration of the term hereof, particularly DRV and LSRV compensation streams. A failure under this Section XX by Applicant shall be considered by Con Xxxxxx as evidence of a breach of this Agreement and may be considered an event of default under Section XIX.

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 XxxxxxEdison’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 participation in tests and/or events in compliance with all limits on hours of use or amount of emissions. Also, without limitation, Applicant shall ensure appropriate registration and compliance in accordance with the requirements of the Uniform Business Practices for Distributed Energy Resource (DER) Suppliers, which is provided for by New York State Public Service Commission (PSC) Case 15-M-0180. Applicant represents that Applicant shall inform any Customer to be enrolled for participation in the DLM Program that such Customer will then forego any of two compensation streams that may be received by Customer as part of a Con Edison Rider R Tariff program for the duration of the term hereof, particularly DRV and LSRV compensation streams. A failure under this Section XX by Applicant shall be considered by Con Xxxxxx as evidence of a breach of this Agreement and may be considered an event of default under Section XIX.

Representations of the Participant. Applicant The Participant hereby represents that Applicant is duly authorized to and warrants as follows: (a) Understanding the Investment Risks of the Granted Interests. The Participant understands that: i. The Granted Interests represent the interests of a Customer with regard highly speculative investment, and there can be no assurance as to the DLM Programsuccess of CARET Issuer in its business; ii. Applicant shall at all times conduct business consistent The Granted Interests cannot be transferred except in very limited circumstances in accordance with the requirements provisions of Con Edison the LLC Agreement, and at present, no market for the Granted Interests exists and it is not anticipated that a market for the Granted Interests will develop in the future; iii. The Granted Interests may be worthless; and iv. Ownership of the Granted Interests may result in taxable income to the Participant without a corresponding cash or in-kind distribution. (b) Understanding of the Nature of the Granted Interests and CARET Units. The Participant understands and agrees that: i. Neither the Granted Interests nor the CARET Units held by Management LLC will be registered under the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), or any applicable state securities laws and, they are being issued in reliance upon certain exemptions contained in the Securities Act and applicable state securities laws, and the representations and warranties of the DLM ProgramParticipant contained herein are essential to any claim of exemption by CARET Issuer under the Securities Act and such state laws; ii. The Granted Interests and CARET Units are “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act; iii. The Participant may not sell, and in an ethical manner consistent with reasonable expectations transfer, assign, pledge or otherwise dispose of professional conduct, and Applicant shall not represent or encumber the DLM Program in a manner that would violate Granted Interests or CARET Units except as allowed under the requirements provisions of Con Edison the LLC Agreement and the rules of Plan; iv. Only CARET Issuer can register the DLM Program CARET Units under the Securities Act 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 state securities laws, ordinances, regulations, codes and all requirements applicable but it is not anticipated that the CARET Units will be registered in any event; v. CARET Issuer has not made any representations to the DLM Program, (2) maintain Participant that CARET Issuer will register the CARET Units under the Securities Act or any and all relevant trade and other licenses as required by federal, state, countyapplicable state securities laws, 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 representations 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 compliance with 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 Aggregationsexemption therefrom; vi. Without limitation to the foregoing provided for by this Section XX, Applicant shall ensure that any Customer in the DLM Program The Participant is aware of the responsibility conditions restricting the sale or transfer of such Customer the Granted Interests under the LLC Agreement and the CARET Units under the CARET LLC Agreement, the Securities Act and applicable state securities laws; vii. CARET Issuer may, from time to time, make “stop transfer” notations in its transfer record to ensure that compliance with the Securities Act and any use of generators meets all federal, stateapplicable state securities laws, and local regulations, and their permitted conditionsany additional restrictions imposed by state securities administrators; viii. 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 participation in tests and/or events in compliance with all limits on hours of use or amount of emissions. Also, without limitation, Applicant shall ensure appropriate registration and compliance The CARET Units may be tokenized in accordance with the requirements terms of the Uniform Business Practices for Distributed Energy Resource (DER) SuppliersCARET LLC Agreement, which is provided for by New York State Public Service Commission (PSC) Case 15-M-0180without the consent of Participant; ix. Applicant represents that Applicant shall inform any Customer At the time and as a condition of delivery of documents evidencing the Granted Interests, the Participant will be deemed to be enrolled for participation have made all the representations and warranties contained in the DLM Program that this Section 6 with respect to such Customer will then forego any of two compensation streams that may be received by Customer Granted Interests as part of a Con Edison Rider R Tariff program for the duration condition of the term hereof, particularly DRV and LSRV compensation streams. A failure under this Section XX delivery of such Granted Interests by Applicant shall be considered by Con Xxxxxx as evidence of a breach of this Agreement and may be considered an event of default under Section XIXManagement LLC.

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 XxxxxxEdison’s business, operations, reputation, and good standing with Con XxxxxxEdison’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 participation in tests and/or events in compliance with all limits on hours of use or amount of emissions. Also, without limitation, Applicant shall ensure appropriate registration and compliance in accordance with the requirements of the Uniform Business Practices for Distributed Energy Resource (DER) Suppliers, which is provided for by New York State Public Service Commission (PSC) Case 15-M-0180. Applicant represents that Applicant shall inform any Customer to be enrolled for participation in the DLM Program that such Customer will then forego any of two compensation streams that may be received by Customer as part of a Con Edison Rider R Tariff program for the duration of the term hereof, particularly DRV and LSRV compensation streams. A failure under this Section XX by Applicant shall be considered by Con Xxxxxx Edison as evidence of a breach of this Agreement and may be considered an event of default under Section XIX.

Representations of the Participant. Applicant 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 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 Company that he or she is familiar with the requirements terms of Con Edison this Notice, the Award Agreement and the rules of the DLM ProgramPlan, and in an ethical manner consistent with reasonable expectations hereby accepts the Covered Shares subject to all of professional conductits terms. The Participant hereby agrees that all questions of interpretation and administration relating to this Notice, and Applicant shall not represent the DLM Program in a manner that would violate the requirements of Con Edison Award Agreement and the rules Plan shall be solely resolved by the Committee. This Notice may be executed by the Participant and the Company by means of electronic or digital signatures, which shall have the DLM Program same force and effect as manual signatures. The Participant agrees that could adversely affect Con Xxxxxx’s business, operations, reputation, and good standing with Con Xxxxxx’s customers clicking “I Accept” (or the community. Without limitation, Applicant shall, and shall ensure that all Customers hereunder (1a tab of similar intent) 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 or response to any activity electronic communication or other medium has the effect of affixing the Participant’s electronic signature to this Notice. This Award of Covered Shares shall be forfeited by Applicant related the Participant if it is not duly executed by electronic signature by the Participant within the number of days set forth in the electronic transmission of this Award Agreement following the Date of Grant. Pursuant to the DLM ProgramNotice, the performance-based portion of the Vesting Schedule shall be as follows: The performance-based portion of the Vesting Schedule shall be satisfied no later than [DATE]. Subject to the terms and conditions of the Notice of Restricted Stock Award (3the “Notice”), this Restricted Stock Award Agreement (this “Award Agreement”), and the Tapstone Energy Inc. 2017 Long-Term Incentive Plan (the “Plan”), Tapstone Energy Inc., a Delaware corporation (the “Company”) represent truthfullyhereby grants the individual set forth in the Notice (the “Participant”) Shares of common stock (the “Covered Shares”). Unless otherwise specifically indicated, fully and accurately the technology and services proposed in connection with the DLM Program and Applicant shall not make any misrepresentations all terms used in this regard, (4) ensure that all information provided to Con Edison with respect to Award Agreement shall have the DLM Program shall be truthful, accurate, and complete, including, without limitation, information provided meaning 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 set forth in the DLM Program is aware of Notice or 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 participation in tests and/or events in compliance with all limits on hours of use or amount of emissions. Also, without limitation, Applicant shall ensure appropriate registration and compliance in accordance with the requirements of the Uniform Business Practices for Distributed Energy Resource (DER) Suppliers, which is provided for by New York State Public Service Commission (PSC) Case 15-M-0180. Applicant represents that Applicant shall inform any Customer to be enrolled for participation in the DLM Program that such Customer will then forego any of two compensation streams that may be received by Customer as part of a Con Edison Rider R Tariff program for the duration of the term hereof, particularly DRV and LSRV compensation streams. A failure under this Section XX by Applicant shall be considered by Con Xxxxxx as evidence of a breach of this Agreement and may be considered an event of default under Section XIXPlan.