PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 4th, 2018 • NextEra Energy Partners, LP • Electric services • Ontario
TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions. 1 1.2 Rules of Construction. 21 ARTICLE 2 PURCHASE AND SALE AND CLOSING 22 2.1 Purchase and Sale. 22 2.2 Purchase Price. 22 2.3 Closing. 23 2.4 Aggregate Net Working Capital Adjustment Amount. 23 2.5 Jericho Completion Adjustment Amount. 26 2.6 Withholding. 26 ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING SELLER 27 3.1 Organization. 27 3.2 Authority. 27 3.3 No Conflicts. 27 3.4 Consents and Approvals. 28 3.5 Purchased Shares. 28 3.6 Legal Proceedings. 28 3.7 Compliance with Laws. 29 3.8 Brokers. 29 3.9 Not Taxable Canadian Property. 29 3.10 Bankruptcy. 29 ARTICLE 4 REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES 29 4.1 Organization. 29 4.2 No Conflicts. 30 4.3 Consents and Approvals. 31 4.4 Capitalization. 31 4.5 Activities of the Acquired Companies. 31 4.6 Title to Assets. 31 4.7 Bank Accounts. 32 4.8 Subsidiaries. 33 4.9 Legal Pro
