Common use of Resource Provider Representations & Warranties Clause in Contracts

Resource Provider Representations & Warranties. Resource Provider represents and warrants to PREPA on the Agreement Date, and again on the Closing Date, as follows: a. Resource Provider is a [[●] company], duly organized, validly existing under the Laws of [●]; and Resource Provider has all requisite power and authority to conduct its business, to own its properties, and to execute, to deliver, and to perform its obligations under this Agreement; b. the execution, delivery, and performance by Resource Provider of this Agreement have been duly authorized, and do not and will not (i) require any additional internal consent or approval of Resource Provider, the Sponsor or any Affiliate of either of them; or (ii) violate any provision of Resource Provider’s certificate of formation or operating agreement, or any material indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or any Applicable Law, determination or award presently in effect; c. Resource Provider is not in default under any document or instrument referred to in item (ii) of paragraph (b) of this Section 12.3, which default could reasonably be expected to have a material adverse effect on the ability of Resource Provider to perform its obligations under this Agreement; d. this Agreement constitutes a legal, valid, and binding obligation of Resource Provider, enforceable against Resource Provider in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, or similar Laws affecting the enforcement of rights generally; e. except as previously disclosed in writing, there is no pending action or proceeding in which Resource Provider is a party before any court, governmental agency, or arbitrator that could reasonably be expected to affect materially and adversely the financial condition or operations of Resource Provider or the ability of Resource Provider to perform its obligations under, or which purports to affect the legality, validity or enforceability of, this Agreement as in effect on the date hereof; f. Resource Provider has the experience, qualifications, and financial resources necessary to design, deploy, install, recruit and enroll Participants, and operate and maintain the GSDS in accordance with the terms and conditions of this Agreement; and g. Resource Provider has not used, granted, pledged, assigned, or otherwise committed any of the Grid Services to be supplied to PREPA under this Agreement to any entity other than PREPA; and h. on the Commercial Operation date, the Facility qualifies as a source of “green energy” under Act 82-2010.

Resource Provider Representations & Warranties. a. Resource Provider represents and warrants to PREPA on the Agreement Date, and again on the Closing Date, as follows: a. 1. Resource Provider is a [[●] company], duly organized, validly existing under the Laws of [●]; and Resource Provider has all requisite power and authority to conduct its business, to own its properties, and to execute, to deliver, and to perform its obligations under this Agreement; b. 2. the execution, delivery, and performance by Resource Provider of this Agreement have been duly authorized, and do not and will not (i) require any additional internal consent or approval of Resource Provider, the Sponsor or any Affiliate of either of them; or (ii) violate any provision of Resource Provider’s certificate of formation or operating agreement, or any material indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or any Applicable Law, determination or award presently in effect; c. 3. Resource Provider is not in default under any document or instrument referred to in item clause (ii) of paragraph (b2) of paragraph (a) of this Section 12.3, which default could reasonably be expected to have a material adverse effect on the ability of Resource Provider to perform its obligations under this Agreement; d. 4. this Agreement constitutes a legal, valid, valid and binding obligation of Resource Provider, enforceable against Resource Provider in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, insolvency or similar Laws affecting the enforcement of rights generally;; and e. 5. except as previously disclosed in writing, there is no pending action or proceeding in which Resource Provider is a party before any court, governmental agency, agency or arbitrator that could reasonably be expected to affect materially and adversely the financial condition or operations of Resource Provider or the ability of Resource Provider to perform its obligations under, or which purports to affect the legality, validity or enforceability of, this Agreement as in effect on the date hereof; f. Resource Provider has the experience, qualifications, and financial resources necessary to design, deploy, install, recruit and enroll Participants, and operate and maintain the GSDS in accordance with the terms and conditions of this Agreement; and g. b. Resource Provider has not used, granted, pledged, assigned, or otherwise committed any of the Grid Services to be supplied to PREPA under this Agreement to any entity other than PREPA; and h. represents and warrants on the Commercial Operation date, Date that the Facility qualifies as a source of “green energy” under Act 82-2010.

Resource Provider Representations & Warranties. Resource Provider represents and warrants to PREPA on the Agreement Date, and again on the Closing Date, as follows: a. Resource Provider is a [[●] company], duly organized, validly existing under the Laws of [●]; and Resource Provider has all requisite power and authority to conduct its business, to own its properties, and to execute, to deliver, and to perform its obligations under this Agreement; b. the execution, delivery, and performance by Resource Provider of this Agreement have been duly authorized, and do not and will not (i) require any additional internal consent or approval of Resource Provider, the Sponsor or any Affiliate of either of them; or (ii) violate any provision of Resource Provider’s certificate of formation or operating agreement, or any material indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or any Applicable Law, determination or award presently in effect; c. Resource Provider is not in default under any document or instrument referred to in item clause (ii) of paragraph (b) of this Section 12.3, which default could reasonably be expected to have a material adverse effect on the ability of Resource Provider to perform its obligations under this Agreement; d. this Agreement constitutes a legal, valid, and binding obligation of Resource Provider, enforceable against Resource Provider in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, insolvency or similar Laws affecting the enforcement of rights generally;; and e. except as previously disclosed in writing, there is no pending action or proceeding in which Resource Provider is a party before any court, governmental agency, agency or arbitrator that could reasonably be expected to affect materially and adversely the financial condition or operations of Resource Provider or the ability of Resource Provider to perform its obligations under, or which purports to affect the legality, validity or enforceability of, this Agreement as in effect on the date hereof; f. Resource Provider has the experience, qualifications, and financial resources necessary to design, deploy, install, recruit and enroll Participants, and operate and maintain the GSDS in accordance with the terms and conditions of this Agreement; and g. Resource Provider has not used, granted, pledged, assigned, or otherwise committed any of the Grid Services to be supplied to PREPA under this Agreement to any entity other than PREPA; and h. on the Commercial Operation date, the Facility qualifies as a source of “green energy” under Act 82-2010.

Resource Provider Representations & Warranties. a. Resource Provider represents and warrants to PREPA on the Agreement Date, and again on the Closing Date, as follows: a. 1. Resource Provider is a [[●] company], duly organized, validly existing under the Laws of [●]; and Resource Provider has all requisite power and authority to conduct its business, to own its properties, and to execute, to deliver, and to perform its obligations under this Agreement; b. 2. the execution, delivery, and performance by Resource Provider of this Agreement have been duly authorized, and do not and will not (i) require any additional internal consent or approval of Resource Provider, the Sponsor or any Affiliate of either of them; or (ii) violate any provision of Resource Provider’s certificate of formation or operating agreement, or any material indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or any Applicable Law, determination or award presently in effect; c. 3. Resource Provider is not in default under any document or instrument referred to in item clause (ii) of paragraph (b2) of paragraph (a) of this Section 12.3, which default could reasonably be expected to have a material adverse effect on the ability of Resource Provider to perform its obligations under this Agreement; d. 4. this Agreement constitutes a legal, valid, and binding obligation of Resource Provider, enforceable against Resource Provider in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, insolvency or similar Laws affecting the enforcement of rights generally;; and e. 5. except as previously disclosed in writing, there is no pending action or proceeding in which Resource Provider is a party before any court, governmental agency, agency or arbitrator that could reasonably be expected to affect materially and adversely the financial condition or operations of Resource Provider or the ability of Resource Provider to perform its obligations under, or which purports to affect the legality, validity or enforceability of, this Agreement as in effect on the date hereof; f. Resource Provider has the experience, qualifications, and financial resources necessary to design, deploy, install, recruit and enroll Participants, and operate and maintain the GSDS in accordance with the terms and conditions of this Agreement; and g. b. Resource Provider has not used, granted, pledged, assigned, or otherwise committed any of the Grid Services to be supplied to PREPA under this Agreement to any entity other than PREPA; and h. represents and warrants on the Commercial Operation date, Date that the Facility qualifies as a source of “green energy” under Act 82-2010.