Common use of Representations of the Participant Clause in Contracts

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 complete list of Third Party Contributions, showing the amount of each Third Party Contribution, is set out in Schedule "C" under the heading "Third Party Contributions"; (k) the Participant, each Project or Portfolio, and each Facility satisfies the eligibility and other requirements set out in the Program Rules as of the date hereof; and (l) the Participant is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

Representations of the Participant. In addition to (a) As of the representations set out in Section 8.1date hereof, the Participant hereby represents and warrants to the IESO as follows, and acknowledges that the IESO is relying on such representations and warranties in entering into this AgreementHolders that: (aA) all statementsthe Participant is duly organized, specificationsvalidly existing and in good standing under the laws of its jurisdiction of organization, data, confirmations formation or incorporation; (B) the execution and information set out in each Application are complete and accurate in all material respects and are hereby restated and reaffirmed delivery of this Agreement by the Participant as and performance of, and compliance with, the terms of this Agreement by the date Participant will not violate the Participant’s organizational documents or constitute a default under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case which would reasonably be expected to materially and adversely affect its ability to carry out the transactions contemplated by this Agreement; (bC) the Participant has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of the information set out in this Agreement pertaining to the Participant, and the Project or Portfolio, is true has duly executed 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 Portfoliodelivered this Agreement; (cD) this Agreement is the legal, valid and binding obligation of the Participant meets all of enforceable against the eligibility requirements set out Participant 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, accordance with its terms (except as applicable; (d) there are no such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement moratorium or other similar proceedings pending against, laws or being contemplated equitable principles limiting the rights of creditors generally and except that rights with respect to indemnification and contribution obligations may be limited by the Participant or, to the knowledge of the Participant, threatened against the Participantapplicable law); (eE) there are no actions, suits, proceedings, judgments, rulings or orders by or before the Participant has the right to enter into this Agreement without the consent of 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 Participantthird party; (fF) all requirements for the Participant has not dealt with any broker, investment banker, agent or other Person, that may be entitled to make any declaration, filing commission or registration with, give compensation in connection with the consummation of any notice to or obtain any license, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into of the transactions contemplated by this Agreement have been satisfiedAgreement; (gG) the Facility is electrically connected Participant acknowledges that the Participant shall have no recourse to the Transmission Systemsuch Holder, except for such Holder’s breaches of its representations, warranties, or covenants, in each case as expressly stated in this Agreement; (hH) the Participant did not, without acknowledges that the prior written consent Participant assumes the economic risk 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 default with respect to the Project or Portfolio in respect of which this Agreement is being entered into prior to submitting a Project Incentive Applicationsuch Participated Investment; (I) the Participant acknowledges that to the extent such Holder (i) retains any interest in an instrument that is a Participated Debt Investment or a Participated Equity Investment for its own benefit; or (ii) retains an interest in a Participation Interest for its own benefit, there is no agreement to subordinate such Holder’s recovery of interest and principal to 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 complete list of Third Party Contributions, showing the amount of each Third Party Contribution, is set out in Schedule "C" under the heading "Third Party Contributions"; (k) the Participant, each Project or Portfolio, and each Facility satisfies the eligibility and other requirements set out in the Program Rules as recovery of the date hereofParticipant on account of the Participation Interests; and (lJ) except as expressly stated in this Agreement, Participant makes no representations or warranties, express or implied, including with respect to the Participant is not a non-resident of Canada for the purposes of the Income Tax Act (Canada)transactions contemplated by this Agreement.

Representations of the Participant. In addition to the representations set out in Section 8.1, the Participant represents and warrants to the IESO LDC as follows, and acknowledges that the IESO LDC 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 (including, without limitation, Schedule “B”) pertaining to the Participant, and the Project or PortfolioProject, is true and correct, or, prior to the In-Service Date to the extent it relates to a Project or Portfolio yet to be constructedconstructed or implemented, is an accurate representation of the Participant's ’s plans and designs for the construction of the Project or Portfolio;Pro ect; and (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; (db) 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; (ec) 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 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; (gd) the Facility is electrically connected directly to the Transmission SystemDistribution System of a Local Distribution Company and is within the LDC’s service area; (he) the Participant did has 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 Applicationan application for the Project, entered into an agreement with any contractor or consultant, or ordered or purchased any equipment for use in relation to the Project; (if) 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; (jg) a complete list the Participant is an Eligible Person and the Project satisfies the requirements of Third Party Contributionsan Eligible Project and, showing the amount of each Third Party Contributionfor greater clarity, is set out in Schedule "C" under the heading "Third Party Contributions"not an Ineligible Project; (kh) the Participant, each Project Participant has not taken any actions to amend or Portfolio, suspend the Release and each Facility satisfies the eligibility Waiver or to terminate its existence and other requirements set out it continues to be in the Program Rules full force and effect as of the date hereof; andthe Participant signs this Agreement; (li) the Participant is not a non-resident of Canada for the purposes of the Income Tax Act (Canada); (j) the Participant shall not directly or indirectly assign, transfer or sell any electricity it generates from a Generation Project; (k) the Participant shall not use a Generation Project at any time during the term of this Agreement for the primary purpose of reducing electricity demand during the five critical system-peak hours; (l) the Participant shall be a Distribution Consumer at all times during the term of this Agreement; and (m) The Participant’s facility shall be connected to the Distribution System at all times during the term of this Agreement.

Representations of the Participant. In addition to the representations set out in Section 8.110.1, the Participant represents and warrants to the IESO LDC as follows, and acknowledges that the IESO LDC is relying on such representations and warranties in entering into this Agreement: (a) all statementsthe Participant would not have undertaken the Project or Portfolio, specificationsas the case may be, data, confirmations and information set out in each without the Project Incentive; (b) the Project Incentive Application are is complete and accurate in all material respects and are hereby restated and reaffirmed by the Participant as of the date of this Agreementrespects; (bc) all of the information set out in this Agreement (including Schedule “B”) pertaining to the Participant, and the Project or Portfolio, is true and correct, or, prior to the In-Service Date to the extent it relates to a Project or Portfolio yet to be constructedconstructed or implemented, is an accurate representation of the Participant's ’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 of the Participant’s necessary internal approvals have been obtained in order to proceed with the execution of this Agreement and the Project or the Portfolio, as the case may be; (g) 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; (gh) the Facility is electrically connected directly to the Transmission SystemDistribution System of a Local Distribution Company and is within the LDC’s service area; (hi) the Participant did has not, without prior to submitting the prior written consent of the IESOProject Incentive Application, purchase, lease entered into an agreement with any contractor or otherwise obtain any equipment, materials or other goodsconsultant, or enter into ordered or purchased any agreement equipment for the provision of services, relating use in relation to the Project or Portfolio in respect of which this Agreement is being entered into prior to submitting a Project Incentive Applicationthe Portfolio; (ij) 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; (jk) a complete list of Third Party Contributions, showing the amount of each Third Party Contribution, is set out in Schedule "C" “B” under the heading "“Third Party Contributions"”; (kl) the Participant, each Participant satisfies the eligibility requirements set out in Section 1.1 of Schedule “E”; (m) the Project or the Projects in the Portfolio, as the case may be, and each Facility in respect thereof, satisfies the applicable eligibility and other requirements set out in Sections 1.2 and 1.4, as applicable, of Schedule “E” as of the Program Rules date hereof and does not fall into any of the types of Projects set out in Section 1.3 of Schedule “E”; (n) the Participant has executed the Release and Waiver, has not taken any actions to amend or suspend it or to terminate its existence and it continues to be in full force and effect as of the date hereof; and; (lo) the Participant is not a non-resident of Canada for the purposes of the Income Tax Act (Canada); (p) the Participant shall not directly or indirectly assign, transfer or sell any electricity it generates from a Generation Project. (q) the Participant shall not use a Generation Project at any time during the term of this Agreement for the primary purpose of reducing electricity demand during the five critical system-peak hours; (r) the Participant shall be a Distribution Consumer at all times during the term of this Agreement; and (s) the Participant’s facility shall be connected to the Distribution System at all times during the term of this Agreement.

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 (including, without limitation, all Schedules) pertaining to the Participant, and the Project or PortfolioProject, is true and correct, or, prior to the In-Service Date to the extent it relates to a Project or Portfolio yet to be constructedconstructed or implemented, is an accurate representation of the Participant's ’s plans and designs for the construction of the Project or PortfolioProject; (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; (db) 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; (ec) 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 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; (gd) the Facility is electrically located in the Province of Ontario, which Facility is directly or indirectly connected to the Transmission IESO-Controlled Grid and not to a Distribution System; (he) the Participant did has 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 Applicationan application for the Project, entered into an agreement with any contractor or consultant, or ordered or purchased any equipment for use in relation to the Project; (if) 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; (jg) a complete list the Participant is an Eligible Person and the Project satisfies the requirements of Third Party Contributionsan Eligible Project and, showing the amount of each Third Party Contributionfor greater clarity, is set out in Schedule "C" under the heading "Third Party Contributions"not an Ineligible Project; (kh) the Participant, each Project Participant has not taken any actions to amend or Portfolio, suspend the Release and each Facility satisfies the eligibility Waiver or to terminate its existence and other requirements set out it continues to be in the Program Rules full force and effect as of the date hereofthe Participant signs this Agreement; and (li) the Participant is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).

Representations of the Participant. In addition to the representations set out in Section 8.16.1, 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 AgreementMaster Agreement and each Incentive Schedule: (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 Master Agreement and any applicable Incentive Schedule pertaining to the Participant, Participant and the Project or Portfolio, Funded Activities is true and correct, or, to the extent it relates to a Project or Portfolio yet to be constructed, is an accurate representation of accurately represents the Participant's ’s plans and designs for the construction of the Project or Portfolio; (cb) the Participant meets all of the eligibility requirements set out in Section 1.2 of the Program Rules and each Project is an eligible Eligible Person for the purposes of each Incentive Schedule; (c) any Project pursuant to Section 1.3 or Section 1.4 that is the subject of an Incentive Schedule is an Eligible Project for the Program Rules, as applicablepurposes of that Incentive Schedule; (d) there are no bankruptcyfor each Facility in respect of which the Participant will undertake Funded Activities, insolvencythe Participant has title to, reorganizationa leasehold interest in, receivership, seizure, realization, arrangement or other similar proceedings pending againstcontractual rights in respect of, or being contemplated by such Facility sufficient to enable the Participant to undertake the Funded Activities; (e) no Event of Insolvency has occurred with respect to the Participant or, to the knowledge of the Participant, is threatened against the Participant; (ef) there are no actions, suits, proceedings, (i) Claims; or (ii) 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) all Governmental Approvals that are required at the Facility is electrically connected to time of this representation for the Transmission Systemperformance of the Participant’s obligations have been obtained; (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 Funded Activities prior to submitting a Project Incentive the relevant Application; (i) the no Project or Portfolio does not or any other Funded Activities involve the installation or operation of any equipment or system or the operation thereof that, in either case, that does not comply with all Applicable Laws; (j) a complete list of Third Party Contributions, showing the amount of Participant would not have undertaken the Funded Activities pursuant to each Third Party Contribution, is set out in Incentive Schedule "C" under without the heading "Third Party Contributions"; (k) the Participant, each Project or Portfolio, and each Facility satisfies the eligibility and other requirements set out in the Program Rules as of the date hereofIncentive; and (lk) the Participant is not a non-resident of Canada for the purposes of the Income Tax Act (Canada).