Representations and Warranties of Applicant. Applicant represents and warrants that:-
Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) the transactions contemplated by this Agreement are within the Applicant’s corporate powers and have been duly authorized by all necessary corporate action, this Agreement has been duly executed and delivered by the Applicant and constitutes a legal, valid and binding obligation of the Applicant, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (c) the transactions contemplated by this Agreement (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except (A) those required in the ordinary course of business of the Applicant in connection with the performance by the Applicant of its obligations of the covenants hereunder, other filings under securities laws, and filings, registrations consents or approvals in each case not required to be made or obtained by the date hereof, and (B) the filing by the Applicant of a Periodic Report on Form 8-K with respect to the transactions contemplated hereby, which filing will be made promptly following the execution and delivery of this Agreement, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, (iii) will not result in a material violation of or default under any indenture or other material agreement or instrument binding upon the Applicant or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Applicant or any of the Subsidiaries, and (iv) will not result in the creation or imposition of any material Liens on any material assets of the Applicant or any of the ...
Representations and Warranties of Applicant. Applicant hereby represents and warrants as follows:
Representations and Warranties of Applicant. The Applicant represents and warrants in favour of NGen as follows:
Representations and Warranties of Applicant. The Applicant represents and warrants in favour of NGen as follows: if the Applicant is a corporation, it is duly incorporated, amalgamated or continued, and existing, under the laws of the jurisdiction of its incorporation, amalgamation or continuance, and has all necessary corporate power and capacity to enter into and perform its obligations in respect of the project or initiative contemplated under the Application; the Applicant has taken all necessary action to authorize the execution and delivery by it of its obligations under the Application, and the project or initiative contemplated under the Application; and the performance of the obligations of the Applicant with respect to the project or initiative contemplated under the Application, do and will not breach or result in a default under (i) any of its constating documents; (ii) any applicable law to which it is subject; or (iii) any contract or covenant by which it is bound. Confidential Information
Representations and Warranties of Applicant. The Applicant represents, warrants and covenants to Issuer that (a) it is duly organized, validly existing and in good standing; (b) it has the power to execute, and deliver and perform this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by all requisite action; (d) the execution, delivery and performance of this Agreement will not violate any provision of law, or of any court or other agency of government, the articles of incorporation of the Applicant, or any indenture, agreement or other instrument to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property of the Applicant (other than in Issuer's favor) or the acceleration of any of the Obligations; (e) the Applicant has heretofore furnished to Issuer such financial information as required in Section 8.1 of the Revolving Credit Agreement; and (f) there has been no material adverse change in the condition, financial or otherwise, of the Applicant since the date of the most recent financial statement.
Representations and Warranties of Applicant. Applicant represents and warrants that (a) it is validly existing and in good standing under the laws of the jurisdiction in which it is organized; (b) its execution, delivery and performance of this Agreement are within its powers, have been duly authorized, do not contravene any contract binding on or affecting it or any of its properties, do not violate any applicable law or regulation, and do not require any notice, filing or other action to or by any governmental authority; (c) this Agreement is valid and binding upon Applicant; (d) the financial Statements most recently received by Citibank from Applicant fairly present its financial condition in accordance with generally accepted accounting principles, there is no pending or threatened action which may materially adversely affect its financial condition or business or which purports to affect the validity or enforceability of this Agreement, the Credit or any transaction related to the Credit; and (e) neither the granting of any collateral security for the Obligations, nor the issuance of the Credit, nor the making of any payment thereunder or the use of any proceeds thereof, constitutes or will constitute, or be part of, a preferential or fraudulent transfer or conveyance to any one (including Citibank and the beneficiary of the Credit) under any applicable law, including Section 544, 547, 548 or 550 of the United States Bankruptcy Code. Each request by Applicant for a Credit shall constitute its representation and warranty that the foregoing statements are true and correct as if made on the date of such request.
Representations and Warranties of Applicant. The Applicant represents, warrants and covenants to Issuer that (a) it is duly organized, validly existing and in good standing; (b) it has the power to execute, and deliver and perform this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by all requisite action; and (d) the execution, delivery and performance of this Agreement will not violate any provision of law, or of any court or other agency of government, the articles of incorporation of the Applicant, or any indenture, agreement or other instrument to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the Property of the Applicant (other than in Issuer's favor) or the acceleration of any of the Obligations.
Representations and Warranties of Applicant. The applicant represents and warrants to the Exchange that, as of the date hereof and on an ongoing basis during such time that an applicant is a Participant:
Representations and Warranties of Applicant. The Applicant hereby represents and warrants to PEMC, and acknowledges and confirms that the PEMC is relying on such representations and warranties without independent inquiry (save and except for any testing or inspection that the Market Operator may have participated in (i) to ascertain whether the Applicant satisfies the requirements for registration as a WESM Member and whether the Applicant determines that it is ready and able to participate in the WESM, and where applicable, to cause or permit electricity to be conveyed into or through the Grid; and
