Common use of User Representations and Warranties Clause in Contracts

User Representations and Warranties. A. With respect to the authorizations granted herein and by the forms executed by User, User represents, understands, and warrants that: 1. User has not granted authority or permission to any third party for the Services contemplated herein, to the extent that exclusivity is required by the Massachusetts Department of Energy Resources’ Renewable Energy Certificates Services Agreement, the Pennsylvania Public Utilities Commission’s Recognition of Assignment of AECs, or the PJM GATS Schedule A, as applicable, or by any other such form required by SRECTrade, the applicable state agency, or the Applicable Tracking System. 2. User understands that the assignment of rights that occurs within these Terms of Service does not absolve the User from upholding any contractual obligations that exist outside of SRECTrade, including but not limited to its financial obligations attached to User’s Facility. 3. User represents that it does not have any contractual obligations that would preclude the agreement to these Terms of Service and the relevant form-agreements referenced herein. B. With respect to the RECs transacted on User’s behalf, User represents, understands and warrants that: 1. Each of User’s RECs represents the Environmental Attributes and Reporting Rights associated the generation of one (1) megawatt hour (MWh) of energy from one or more Generation Facilities, as required by the Applicable Standard. 2. User has good and marketable title to the REC Product. 3. All right, title, and interest in and to the REC(s) are free and clear of any liens, taxes, claims, security interests, or other encumbrances. 4. Neither User nor any other party has made any claims that the energy associated with the REC is renewable energy, and User has not sold the RECs to any other person or entity. 5. The RECs sold hereunder will vest in the end-Buyer, and the end-Buyer will: a. Have the exclusive right to make all claims as to the Environmental Attributes associated with such RECs; b. Have the right to report and register, as applicable, the exclusive ownership of the Environmental Attributes with any registry, system, agency, authority, or other party; and c. Have full and rightful title to resell or otherwise transfer the RECs to any other party. C. With respect to User acting as a Buyer in a Transaction settled by SRECTrade, User- Buyer represents and warrants to SRECTrade that: 1. User has entered into this Agreement and subsequent Transactions in connection with the conduct of its business and has the ability to accept Delivery of and for the RECs purchased; 2. There are no bankruptcy proceedings pending or being contemplated by User or, to its knowledge, threatened against User; 3. All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by User with respect to entering into and performing this Agreement and subsequent Transactions have been obtained or submitted and are in full force and effect, and all conditions thereof have been complied with; and 4. There is no pending, or, to Buyer’s knowledge, threatened litigation, arbitration, or administrative proceeding that could materially adversely affect its ability to perform its obligations under the Agreement or other document relating to this Agreement to which it is a party, including subsequent Transactions. D. User understands and agrees that these representations and warranties are in addition to those specified in Section I. B of the SRECTrade User Agreement.

User Representations and Warranties. A. With respect to the authorizations granted herein and by the forms executed by User, User represents, understands, and warrants that: 1. User has not granted authority or permission to any third party for the Services contemplated herein, to the extent that exclusivity is required by the Massachusetts Department of Energy Resources’ Renewable Energy Certificates Services Agreement, the Pennsylvania Public Utilities Commission’s Recognition of Assignment of AECs, or the PJM GATS Schedule A, as applicable, or by any other such form required by SRECTrade, the applicable state agency, or the Applicable Tracking System. 2. User understands that the assignment of rights that occurs within these Terms of Service does not absolve the User from upholding any contractual obligations that exist outside of SRECTrade, including but not limited to its financial obligations attached to User’s Facility. 3. User represents that it does not have any contractual obligations that would preclude the agreement to these Terms of Service and the relevant form-agreements referenced herein. B. With respect to the RECs transacted on User’s behalf, User represents, understands and warrants that: 1. Each of User’s RECs represents the Environmental Attributes and Reporting Rights associated the generation of one (1) megawatt hour (MWh) of energy from one or more Generation Facilities, as required by the Applicable Standard. 2. User has good and marketable title to the REC Product. 3. All right, title, and interest in and to the REC(s) are free and clear of any liens, taxes, claims, security interests, or other encumbrances. 4. Neither User nor any other party has made any claims that the energy associated with the REC is renewable energy, and User has not sold the RECs to any other person or entity. 5. The RECs sold hereunder will vest in the end-Buyer, and the end-Buyer will: a. Have the exclusive right to make all claims as to the Environmental Attributes associated with such RECs; b. Have the right to report and register, as applicable, the exclusive ownership of the Environmental Attributes with any registry, system, agency, authority, or other party; and c. Have full and rightful title to resell or otherwise transfer the RECs to any other party. C. With respect to User acting as a Buyer in a Transaction settled by SRECTrade, User- Buyer represents and warrants to SRECTrade that: 1. User has entered into this Agreement and subsequent Transactions in connection with the conduct of its business and has the ability to accept Delivery of and for the RECs purchased; 2. There are no bankruptcy proceedings pending or being contemplated by User or, to its knowledge, threatened against User; 3. All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by User with respect to entering into and performing this Agreement and subsequent Transactions have been obtained or submitted and are in full force and effect, and all conditions thereof have been complied with; and 4. There is no pending, or, to Buyer’s knowledge, threatened litigation, arbitration, or administrative proceeding that could materially adversely affect its ability to perform its obligations under the Agreement or other document relating to this Agreement to which it is a party, including subsequent Transactions. D. User understands and agrees that these representations and warranties are in addition to those specified in Section I. B B. of the SRECTrade User Agreement.