Common use of Material Project Documents Clause in Contracts

Material Project Documents. (a) As of the date hereof (i) all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date). (d) All conditions precedent to the obligations of the respective parties under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Document.

Material Project Documents. (a) As of the date hereof (i) all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in the revocation, termination or adverse modification of any Material Project Document or (z) adversely affect the rights of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date).. NEWYORK 8115155 (2K) 49 (d) All conditions precedent to the obligations of the respective parties under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project Document.

Material Project Documents. (a) As of the date hereof Each Material Project Document: (i) all Material Project Documents are set forth in Schedule 5.7 heretoconstitutes the legal, valid, binding and enforceable obligations of each Obligor party to it; and (ii) all Project Documents that have been entered into by the Borroweris in full force and effect, the Project Owner, or the Procurement Sub (prior except to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 heretoextent that such circumstances would not, and there are no other amendmentswould not reasonably be expected to, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if anyMaterial Adverse Effect. (b) Each All terms of each Material Project Document entered into have been complied with by the Borrower, the Project Owner, or the Procurement Sub relevant Obligor and (prior to the Mergerbest of its knowledge and belief having made due and careful enquiry) the other parties thereto, no notice of any intention to revoke or the Affiliated terminate any Material Project Parties Document has been duly authorizedreceived by any Obligor, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person neither it nor (and, to the best of its knowledge of the Borrower, each and belief having made due and careful enquiry) any other Material Project Participant) in accordance party thereto has repudiated or disclaimed any liability or obligation thereunder or formally given notice that it does not consider itself bound by or does not intend to comply with its termsany provision thereof, except as to the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether extent that such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Ownercircumstances would not, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it is a party, and no event has occurred that could would not reasonably be expected to, have a Material Adverse Effect. (c) No steps have been taken which are likely to (x) result in a default under, or a material breach of, any Material Project Document, (y) result in lead to the revocation, termination or adverse modification suspension of any Material Project Document Authorisation referred to in Clause 21.6 (Validity and Admissibility in Evidence) or Clause 24.8(c) (zField Operations) adversely affect the rights which has been granted or any variation of any Borrower Party under any Material Project Document. (c) All representations and warranties of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties and, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct in all material respects (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date)Authorisation. (d) All conditions precedent An Obligor owns or will at the requisite time own, or has sufficient access to and the obligations right to use, all assets necessary for the use, possession, ownership, exploration, development, construction, operation and/or exploitation of the respective parties under Borrowing Base Assets as contemplated by the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason then-current Banking Case. (e) No Obligor is under any obligation (other than under this Agreement) to believe that create any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project DocumentSecurity over all or any part of a Borrowing Base Asset save for any Permitted Security.

Material Project Documents. (a) As of the date hereof (i) Schedule V includes a list of all Material Project Documents are set forth in Schedule 5.7 hereto, (ii) all Project Documents that have been entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties but are not Material Project Documents are set forth in Part B of Schedule 5.7 and (iii) each of the Affiliated Project Documents are denoted on Schedule 5.7 with an “*”. Each of the Project Documents set forth in Schedule 5.7 consist only of the original document (including appendices, exhibits, schedules and disclosure letters) and any amendments, waivers or supplements thereto expressly described in the relevant definitions appearing in Schedule 5.7 hereto, and there are no other amendments, waivers or supplements, written or oral, with respect thereto. The Financing Parties have received a true and complete copy of each Project Document set forth in Schedule 5.7, including all appendices, exhibits, schedules, disclosure letters, amendments, waivers or supplements referred to therein or delivered pursuant thereto, if any. (b) Each Material Project Document entered into by the Borrower, the Project Owner, or the Procurement Sub (prior to the Merger) or the Affiliated Project Parties has been duly authorized, executed and delivered by such Person, is in full force and effect and constitutes the legal, valid and binding obligation of such Person, enforceable against such Person (and, to the knowledge of the Borrower, each other Material Project Participant) in accordance with its terms, except as the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (B) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). Each of the Borrower, the Project Owner, and the Procurement Sub (prior to the Merger) and the Affiliated Project Parties, and to the knowledge of the Borrower, each other Material Project Participant, is in compliance in all material respects with the terms and conditions of the Material Project Documents to which it a Loan Party is a party, in effect as of the Closing Date, (ii) each Material Project Document is in full force and effect, except for such termination or expiration thereof in accordance with their respective stated terms and not as a result of a default thereunder, and none of the Loan Parties or, to any Loan Party’s knowledge, any other party thereto, is in material breach or material default thereunder that is continuing and (iii) except as has been previously disclosed in writing to the Credit Parties as required pursuant to this Agreement or except as expressly permitted pursuant to this Agreement, none of the Material Project Documents have been amended, modified or terminated in any material manner. (b) As of any date after the Closing Date, to any Loan Party’s knowledge, no event has occurred that could reasonably be expected to (x) result in a default under, or a material breach of, and is continuing under any Material Project Document, Document that has resulted in either (yi) result in the revocation, cancellation or termination of such Material Project Document by any Material Project Party; or adverse modification (ii) the excuse of any Material Project Document or (z) adversely affect the rights of Party from material liability for any Borrower Party material non-performance under any such Material Project Document. (c) All representations Except for (x) real property rights that are reasonably expected to be available as and warranties of the Borrowerwhen required, and (y) all other property, services and other contractual or permit rights reasonably expected to be available to each Loan Party as and when required on commercially reasonable terms, the services to be performed, the materials to be supplied and the real property interests and other rights granted pursuant to the Project OwnerDocuments: (i) are sufficient to (A) enable the Project to be located and constructed on the Project site, (B) enable the Project to be operated and maintained on the Project site, and (C) enable the Procurement Sub (Cape Phase 1 Borrower to achieve Term Conversion on or prior to the Merger) and the Affiliated Project Parties andTerm Conversion Deadline, to the Borrower’s knowledge, the other parties thereto, contained in the Material Project Documents are true and correct each case in accordance in all material respects with the Project Documents, all Applicable Laws and the Construction Budget and Construction Schedule; and (except to ii) provide, as necessary in accordance with Prudent Industry Practices, rights of adequate ingress and egress for any reasonable purpose in connection with the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty was true and correct in all material respects on and as of such earlier date). (d) All conditions precedent to the obligations construction of the respective parties Project and the operation and routine maintenance of the Project under the Material Project Documents have been satisfied, except for such conditions precedent which by their terms cannot be (and are not required to be) met until a later stage in the construction or operation of the Project, and the Borrower has no reason to believe that any such conditions precedent cannot be satisfied prior to the time when such conditions are required to be met pursuant to the applicable Project DocumentDocuments.