Common use of Representations of the Supplier Clause in Contracts

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Long Term Reliability Services Contract

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Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to FinalizationNTD: To be updated completed prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier.. Draft (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.54.4. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate CapacityCapacity until COD. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. Draft In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: E Lt 1 Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer Sponsor as follows, and acknowledges that the Buyer Sponsor is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier enforceable in accordance with its terms terms, except as such enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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, documents or resolutions of the directors or shareholders of the Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier Supplier, that could have a Material Adverse Effect on the Supplier.‌Supplier. (of) If the Facility The Supplier is an Eligible Expansionin compliance with all Laws and Regulations, the development other than acts of the Eligible Existing Facility has not resulted in and will not result in a reduction non- compliance which, individually or in the Existing Facility Capacity. In additionaggregate, would not have a Material Adverse Effect on the Supplier. (g) Unless the Supplier has otherwise notified the Sponsor pursuant to Section 3.6(b), the Supplier shall, upon delivery is not a non-resident of each Canada for the purposes of the quarterly progress reports required to be provided ITA. (h) Any contract for electricity generation from the Facility with any Governmental Authority has expired (other than this Agreement) or will expire prior to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statementTerm Commencement Date.

Appears in 1 contract

Samples: Power Purchase Agreement

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to FinalizationNTD: To be updated completed prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: E Lt 1 Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a •, [incorporated] [formed/incorporatedNote to Finalization: Set forth legal form of the Supplier] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its propertySupplier, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The All statements, specifications, data, confirmations, and information that have been set out in the Proposal are complete and accurate in all material respects and are hereby restated and reaffirmed by the Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified as representations made to the Buyer of such non-resident status as per Section 4.5under this CES Contract and there is no material information omitted from the Proposal which makes the information in the Proposal misleading or inaccurate. (h) The Supplier is in compliance with all Laws and Regulationshas no reason to believe, other than acts acting reasonably, that any one or more of non-compliance which, individually or in the aggregate, would Milestone Events may not have a Material Adverse Effect on be achieved by the Supplier or on its obligations under this Agreement. Draftcorresponding Milestone Dates. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.[not] [

Appears in 1 contract

Samples: Clean Energy Supply Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to FinalizationNTD: To be updated completed prior to execution.]‌ Draftexecution.] (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier.. Draft (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.54.4. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering generating the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than [ninety-five percent (95%) )] of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: E Lt 1 Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] limited partnership, existing under the laws of [⚫]the Province of Ontario, 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. [Note to Finalization: To be updated prior to execution.]‌ Drafthereunder.‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada “Canadian partnership” for the purposes of the ITA, unless it has notified the Buyer IESO of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. Agreement.‌ In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a)2.2, represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n7.1(h) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Clean Energy Supply Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to FinalizationNTD: To be updated completed prior to execution.]‌ Draft (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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.jurisdiction.‌‌ (c) The execution and delivery of this Agreement by the Supplier 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 Supplier under:under:‌ (i) any contract or obligation to which the Supplier 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;obtained;‌‌‌‌ (ii) the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier;Supplier;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; oror‌ (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier.Regulations,‌ (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier.Supplier.‌ (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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.Legislation.‌ (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.satisfied.‌ Draft (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5.4.4.‌‌ (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. DraftAgreement.‌ (i) The Supplier is the owner of the Facility.Facility.‌ (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder.hereunder.‌ (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter.Winter.‌‌‌‌ (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity.Capacity until COD.‌ (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Contract Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline.Amendment.‌‌ (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.Capacity.‌

Appears in 1 contract

Samples: E Lt 1 Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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.jurisdiction.‌ (c) The execution and delivery of this Agreement by the Supplier 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 Supplier under:under:‌ Draft (i) any contract or obligation to which the Supplier 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;obtained;‌‌ (ii) the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier;Supplier;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; oror‌ (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier.Regulations,‌ (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier.Supplier.‌ (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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.Legislation.‌ (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.satisfied.‌ (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5.4.5.‌ (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. DraftAgreement.‌ (i) The Supplier is the owner of the Facility.Facility.‌ (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder.hereunder.‌ Draft (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter.Winter.‌‌ (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity.Capacity.‌ (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline.Deadline.‌‌ (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌Supplier.‌‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.Capacity.‌

Appears in 1 contract

Samples: Long Term Reliability Services Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to FinalizationNTD: To be updated completed prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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.. Draft (c) The execution and delivery of this Agreement by the Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.54.4. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft. (i) The Supplier is the owner of the Facility.. Draft (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate CapacityCapacity until COD. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Contract Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission DeadlineAmendment. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: E Lt 1 Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], Connecticut limited liability company and is registered or otherwise fully qualified to carry on business in the Province State of OntarioConnecticut, and has the requisite power to enter into this Agreement and to perform its obligations hereunder. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 jurisdictionBankruptcy. (c) The execution and delivery of this Agreement by the Supplier 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 Supplier under: (i) a. any contract or obligation to which the Supplier 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) b. the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier; (iii) c. any judgment, decree, order or award of any Governmental Authority Government Agency or arbitrator; (iv) d. any licencelicense, permitPermit, approval, consent or authorization held by the Supplier; or (v) e. any Laws and Regulations, that could reasonably be expected to have a Material Adverse Effect material adverse effect on the Supplier or the performance of the Supplier’s obligations under this Agreement. (d) There are is no bankruptcyBankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Government Agency or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier Supplier, which could reasonably be expected to have a material adverse effect on the Supplier, or any the ability of its property, nor has the Supplier consented to an order for a proceeding perform its obligations under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislationthis Agreement. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licencelicense, permitPermit, certificate, registration, authorization, consent or approval of, any Governmental Authority Government Agency as a condition to entering into this Agreement have been satisfied. (g) The All statements, specifications, data, confirmations, and information that have been set out in the Exhibits to this Agreement are complete and accurate in all material respects and are hereby restated and reaffirmed by the Supplier is not a non-resident of Canada for as representations made from the purposes of the ITA, unless it has notified Supplier to the Buyer of such non-resident status as per Section 4.5under this Agreement and there is no material information omitted from the Exhibits which makes the information in the Exhibits and this Agreement misleading or inaccurate. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. DraftThis item intentionally left blank (i) The Supplier is the owner of the FacilityThis item intentionally left blank. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Master Agreement for Generation Projects

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to FinalizationNTD: To be updated completed prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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.jurisdiction.‌ (c) The execution and delivery of this Agreement by the Supplier 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 Supplier under:under:‌ (i) any contract or obligation to which the Supplier 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;obtained;‌ (ii) the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier;Supplier;‌‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; oror‌ (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier.Regulations,‌ (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier.Supplier.‌ (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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.Legislation.‌ (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.satisfied.‌ (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5.4.5.‌ (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. DraftAgreement.‌ (i) The Supplier is the owner of the Facility.Facility.‌ (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder.hereunder.‌ (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter.reported‌ (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity.Capacity.‌ (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline.Deadline.‌‌ (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.Capacity.‌

Appears in 1 contract

Samples: E Lt 1 Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer Sponsor as follows, and acknowledges that the Buyer Sponsor is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] limited partnership formed under the laws of [⚫]Ontario, 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. [Note to Finalization: To be updated prior to execution.]‌ Drafthereunder.‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer Sponsor of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. DraftAgreement.‌ (i) The Supplier is not aware of any facts or circumstances that would reasonably be expected to prevent the owner achievement of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to Commercial Operation by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility CapacityMilestone Date for Commercial Operation. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer Sponsor pursuant to Section 2.4(a)2.5, represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n7.1(h) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer Sponsor a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer Sponsor shall be subject, however, to the rights of the Buyer Sponsor in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Energy Storage Facility Agreement

Representations of the Supplier. ‌ The Supplier represents to the Buyer as at the execution of this Agreement as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Drafthereunder.‌ (b) This Agreement has been duly authorized, executed, executed and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its propertySupplier, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in owns the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. Facility.‌ In addition, the Supplier shall, upon delivery completion of each any assignment of the quarterly progress reports required to be provided to the Buyer this Agreement pursuant to Section 2.4(a), 16.5 represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n7.1(h) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Energy Supply Agreement

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 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 Supplier 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 Supplier under:under:‌ (i) any contract or obligation to which the Supplier 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;obtained;‌ (ii) the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier;Supplier;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; oror‌ (v) any Laws and Regulations, Regulations,‌ that could have a Material Adverse Effect on the Supplier.. Draft (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.Supplier.‌‌

Appears in 1 contract

Samples: Long Term Reliability Services Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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.jurisdiction.‌ Draft (c) The execution and delivery of this Agreement by the Supplier 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 Supplier under:under:‌‌ (i) any contract or obligation to which the Supplier 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;obtained;‌ (ii) the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier;Supplier;‌ (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator;arbitrator;‌ (iv) any licence, permit, approval, consent or authorization held by the Supplier; oror‌‌ (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier.Regulations,‌ (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier.Supplier.‌ (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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.Legislation.‌ (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied.satisfied.‌ (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5.4.5.‌ (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. DraftAgreement.‌ (i) The Supplier is the owner of the Facility.Facility.‌ Draft (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder.hereunder.‌‌ (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter.Winter.‌ (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity.Capacity.‌ (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline.Deadline.‌‌ (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.Capacity.‌

Appears in 1 contract

Samples: Long Term Reliability Services Contract

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Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] <*>], [formed/incorporated<*>] under the laws of [<*>], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer Ontario Power Authority of such non-resident status as per Section 4.54.6. (h) All statements, specifications, data confirmations and information that have been set out in the Proposal are complete and accurate in all material respects and are hereby restated and reaffirmed by the Supplier as representations made to the Buyer hereunder and there is no material information omitted from the Proposal which makes the information in the Proposal misleading or inaccurate. (i) The Supplier has no reasonable grounds to believe that any Milestone Event may not be achieved by the Milestone Dates. (j) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a)2.7, represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n7.1(h) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Peking Generation Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a •, [incorporated] [formed/incorporatedNote to Finalization: Set forth legal form of the Supplier] under the laws of [⚫], is registered or otherwise qualified to carry on business in the Province of Ontario, Ontario and has the requisite power to enter into this Agreement and to perform its obligations hereunder. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its propertySupplier, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The All statements, specifications, data, confirmations, and information that have been set out in the Proposal are complete and accurate in all material respects and are hereby restated and reaffirmed by the Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified as representations made to the Buyer of such non-resident status as per Section 4.5under this DSM Contract and there is no material information omitted from the Proposal which makes the information in the Proposal misleading or inaccurate. (h) The Supplier is in compliance with all Laws and Regulationshas no reason to believe, other than acts acting reasonably, that any one or more of non-compliance which, individually or in the aggregate, would Milestone Events may not have a Material Adverse Effect on be achieved by the Supplier or on its obligations under this Agreement. Draftcorresponding Milestone Dates. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.[not] [

Appears in 1 contract

Samples: Demand Side Management Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a •, [incorporated] [formed/incorporatedNote to Finalization: Set forth legal form of the Supplier] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its propertySupplier, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The All statements, specifications, data, confirmations, and information that have been set out in the Proposal are complete and accurate in all material respects and are hereby restated and reaffirmed by the Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified as representations made to the Buyer of such non-resident status as per Section 4.5under this DR Contract and there is no material information omitted from the Proposal which makes the information in the Proposal misleading or inaccurate. (h) The Supplier is in compliance with all Laws and Regulationshas no reason to believe, other than acts acting reasonably, that any one or more of non-compliance which, individually or in the aggregate, would Milestone Events may not have a Material Adverse Effect on be achieved by the Supplier or on its obligations under this Agreement. Draftcorresponding Milestone Dates. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.[not] [

Appears in 1 contract

Samples: Demand Response Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Long Term Reliability Services Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to FinalizationNTD: To be updated completed prior to execution.]‌ Draftexecution.]‌ (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is no proceeding under any Insolvency Legislation pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has the Supplier 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 Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission DeadlineAmendment. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: E Lt 1 Contract

Representations of the Supplier. The Supplier represents to the Buyer Sponsor as follows, and acknowledges that the Buyer Sponsor is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [incorporated/formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer Sponsor of such non-resident status as per Section 4.54.6. (h) All statements, specifications, data confirmations and information that have been set out in the Proposal are complete and accurate in all material respects and are hereby restated and reaffirmed by the Supplier as representations made to the Sponsor hereunder and there is no material information omitted from the Proposal which makes the information in the Proposal misleading or inaccurate. (i) The same Persons who Controlled the “Qualified Applicant” (as such term is defined in the RFP) as of the Procurement Submission Deadline, Control the Supplier as of the Contract Date. (j) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity Supplier is not more than ninety-five percent (95%) aware of any facts or circumstances that would reasonably be expected to prevent the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect achievement of the Facility are true and correct in all material respects, except to the extent consented to Commercial Operation by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility CapacityMilestone Date for Commercial Operation. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer Sponsor pursuant to Section 2.4(a)2.5, represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n7.1(k) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer Sponsor a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer Sponsor shall be subject, however, to the rights of the Buyer Sponsor in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Energy Storage Facility Agreement

Representations of the Supplier. The Supplier represents to the Buyer as follows, follows and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a •, [incorporated] [formed/incorporatedNote to Finalization: Set forth legal form of the Supplier] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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;; York Region DR Contract Released November 30, 2005 (ii) the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has which could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, of any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The All statements, specifications, data, confirmations, and information that have been set out in the Proposal are complete and accurate in all material respects and are hereby restated and reaffirmed by the Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified as representations made to the Buyer of such non-resident status as per Section 4.5under this Agreement and there is no material information omitted from the Proposal which makes the information in the Proposal misleading or inaccurate. (h) The Supplier is in compliance with all Laws and Regulationshas no reason to believe, other than acts acting reasonably, that any one or more of non-compliance which, individually or in the aggregate, would Milestone Events may not have a Material Adverse Effect on be achieved by the Supplier or on its obligations under this Agreement. Draftcorresponding Milestone Dates. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.[not] [

Appears in 1 contract

Samples: Demand Response Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] corporation, existing under the laws of [⚫]Canada, 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer Ontario Power Authority of such non-resident status as per Section 4.54.6. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft. (i) The Supplier is the owner has no reason to believe, acting reasonably, that any one or more of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, Milestone Events may not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to be achieved by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacitycorresponding Milestone Dates. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a)2.7, represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n7.1(h) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Clean Energy Supply Contract

Representations of the Supplier. ‌ The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] [formed/incorporated] under the laws of [⚫], 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. [Note to Finalization: To be updated prior to execution.]‌ Draft. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 Supplier 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 Supplier under: (i) any contract or obligation to which the Supplier 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 Supplier; (iii) any judgment, decree, order or award of any Governmental Authority or arbitrator; (iv) any licence, permit, approval, consent or authorization held by the Supplier; or (v) any Laws and Regulations, that could have a Material Adverse Effect on the Supplier. (d) There are no bankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Governmental Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier or any of its property, nor has that could have a Material Adverse Effect on the Supplier 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 LegislationSupplier. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licence, permit, certificate, registration, authorization, consent or approval of, any Governmental Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITA, unless it has notified the Buyer System Operator of such non-resident status as per Section 4.54.4. (h) The Supplier is in compliance with all Laws and Regulations, other than acts of non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under this Agreement. Draft. (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts interferes with the Supplier’s ability to satisfy the Must-Offer Obligation Facility Performance Obligations hereunder. (k) The Facility is capable of Delivering generating the Monthly Contract Capacity Reference Seasonal ICAP while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, conditions not exceeding +35 +30 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct in all material respects as of the Proposal Submission Deadline. (n) There are no actions, suits, proceedings, judgments, rulings or orders by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by the Supplier to the Buyer shall be subject, however, to the rights of the Buyer in Section 10.1(d) to require the Supplier to cure or remove any such qualification with respect to such statement.

Appears in 1 contract

Samples: Medium Term Capacity Contract

Representations of the Supplier. The Supplier represents to the Buyer as follows, and acknowledges that the Buyer is relying on such representations in entering into this Agreement: (a) The Supplier is a [⚫] legal form of Supplier], [formedincorporated/incorporatedorganized] under the laws Laws of [state of], and is registered or otherwise fully qualified to carry on business in the Province State of OntarioNew Jersey, and has the requisite power to enter into this Agreement and to perform its obligations hereunder. [Note The executed Agreement, however, is subject to Finalization: To be updated prior to execution.]‌ Draftfinal approval by the NJBPU. (b) This Agreement has been duly authorized, executed, and delivered by the Supplier and is a valid and binding obligation of the Supplier 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 jurisdictionBankruptcy. (c) The execution and delivery of this Agreement by the Supplier 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 Supplier under: (i) 1. any contract or obligation to which the Supplier 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) 2. the articles, by-laws or other constating documents, or resolutions of the directors or shareholders of the Supplier; (iii) 3. any judgment, decree, order or award of any Governmental Government Authority or arbitrator; (iv) 4. any licencelicense, permitPermit, approval, consent or authorization held by the Supplier; or (v) 5. any Laws and Regulations, that could reasonably be expected to have a Material Adverse Effect material adverse effect on the Supplier or the performance of the Supplier's obligations under this Agreement. (d) There are is no bankruptcyBankruptcy, insolvency, reorganization, receivership, seizure, realization, arrangement or other similar proceedings pending against or being contemplated by the Supplier or, to the knowledge of the Supplier, threatened against the Supplier. (e) There is are no proceeding under actions, suits, proceedings, judgments, rulings or orders by or before any Insolvency Legislation pending against Government Authority or being contemplated by the Supplier arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier Supplier, which could reasonably be expected to have a material adverse effect on the Supplier, or any the ability of its property, nor has the Supplier consented to an order for a proceeding perform its obligations under Insolvency Legislation under the terms of a forbearance agreement or otherwise, or otherwise taken any steps to commence a proceeding under Insolvency Legislationthis Agreement. (f) All requirements for the Supplier to make any filing, declaration or registration with, give any notice to or obtain any licencelicense, permitPermit, certificate, registration, authorization, consent or approval of, any Governmental Government Authority as a condition to entering into this Agreement have been satisfied. (g) The Supplier is not a non-resident of Canada for the purposes of the ITAAll statements, unless it has notified the Buyer of such non-resident status as per Section 4.5. (h) The Supplier is in compliance with all Laws specifications, data, confirmations, and Regulations, other than acts of non-compliance which, individually or information that have been set out in the aggregate, would not have a Material Adverse Effect on the Supplier or on its obligations under Exhibits to this Agreement. Draft (i) The Supplier is the owner of the Facility. (j) The Contract Capacity is exclusively committed to the Buyer hereunder Agreement are complete and no part of the Contract Capacity is subject to any physical or contractual arrangement that conflicts with the Supplier’s ability to satisfy the Must-Offer Obligation hereunder. (k) The Facility is capable of Delivering the Monthly Contract Capacity while operating in accordance with Good Engineering and Operating Practices, under normal operating conditions and with ambient temperature conditions, as reported at the Environment Canada weather station that is physically nearest to the Facility, not exceeding +35 degrees Celsius in the Summer and not below -20 degrees Celsius in the Winter. (l) The Maximum Contract Capacity is not more than ninety-five percent (95%) of the Nameplate Capacity. (m) The statements and information contained in the Proposal in respect of the Facility are true and correct in all material respects, except to the extent consented to by the Buyer in a Facility Amendment or to the extent alteration of the Facility is otherwise permitted hereunder, and the statements and information contained in the Proposal in respect of the Supplier were true and correct accurate in all material respects as of the Proposal Submission Deadline. (n) There and are no actions, suits, proceedings, judgments, rulings or orders hereby restated and reaffirmed by or before any Governmental Authority or arbitrator, or, to the knowledge of the Supplier, threatened against the Supplier that could have a Material Adverse Effect on the Supplier.‌ (o) If the Facility is an Eligible Expansion, the development of the Eligible Existing Facility has not resulted in and will not result in a reduction in the Existing Facility Capacity. In addition, the Supplier shall, upon delivery of each of the quarterly progress reports required to be provided to the Buyer pursuant to Section 2.4(a), represent in writing that each of the foregoing statements set out in Sections 7.1(a) to 7.1(n) inclusive continues to be true or, if any of such statements are no longer true, then the Supplier shall provide to the Buyer a qualified representation with respect to such statement. Such qualified representation provided by as representations made from the Supplier to the Buyer shall be subject, however, to under this Agreement and there is no material information omitted from the rights of Exhibits which makes the Buyer information in Section 10.1(d) to require the Supplier to cure Exhibits and this Agreement misleading or remove any such qualification with respect to such statementinaccurate.

Appears in 1 contract

Samples: Standard Offer Capacity Agreement (Soca)

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