Common use of Representations and Warranties of Both Parties Clause in Contracts

Representations and Warranties of Both Parties. As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; As of the CP Satisfaction Date, it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement, other than with respect to Seller, any of those Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and it otherwise can be obtained in the ordinary course of business; The execution, delivery and performance of this Agreement are within its power, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2); This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any legal proceedings that could materially adversely affect such party’s ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; It has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Product under this Agreement.

Representations and Warranties of Both Parties. As of the Effective Date and/or and the CP Satisfaction Date (as applicable)Approval Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; As of the CP Satisfaction DateExcept as provided in Section 2.02 and Article Five, it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement, other than with respect to Seller, any of those Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and it otherwise can be obtained in the ordinary course of business; The execution, delivery and performance of this Agreement are within its power, have been duly authorized by all necessary action (other than regulatory approval as set forth in Section 2.02) and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2)applicable to it; This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would could result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with the SEC, there There is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any legal proceedings that could materially adversely affect such party’s its ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions conditions, and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; and It has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Product Product, as applicable, under this Agreement. Representations and Warranties of Seller. Seller represents and warrants to SDG&E that: As of [Insert date], Seller has Site Control. [NOTE to bidders: will be modified based on resource type] [NOTE: to be inserted: applicable representation to maintain PDR/RDRR status.]

Representations and Warranties of Both Parties. As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; As of the CP Satisfaction Date, it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement, other than with respect to Seller, any of those Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and it otherwise can be obtained in the ordinary course of business; The execution, delivery and performance of this Agreement are within its power, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2); This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming become Bankrupt; Except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any legal proceedings that could materially adversely affect such party’s ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; It has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Product under this Agreement.

Representations and Warranties of Both Parties. As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; As of the CP Satisfaction Date, it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement, other than with respect to Seller, any of those Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and it otherwise can be obtained in the ordinary course of business; The execution, delivery and performance of this Agreement are within its power, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2)Laws; This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any legal proceedings that could materially adversely affect such party’s ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; It has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Product under this Agreement.

Representations and Warranties of Both Parties. As of On the Effective Date and/or the CP Satisfaction Date (as applicable)Execution Date, each Party represents and warrants warranties to the other Party that: It it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formationformation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; As of the CP Satisfaction Date, it has all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement, other than with respect ; it has full power and authority to Seller, any of those Required Permits that satisfy all of the following: it is not required prior carry on its business as now conducted and to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authorityenter into, and it otherwise can be obtained in carry out its obligations under this Agreement, and the ordinary course of business; The execution, delivery and performance of this Agreement are within its powerpowers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Laws (excluding Law, rule, regulation, order or the like applicable to it; execution and delivery of this Agreement and performance or compliance with any Governmental Authority approvals provision hereof will not result in the creation or consents imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any Required Permitsother Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which items are covered it is a party or by which any of its respective properties is bound or affected; this Agreement and each other document executed and delivered in Section 22.1.2); This accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It it is not Bankrupt and there are not no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt, other than, in the case of CPE, the Bankruptcy Cases; Except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any of its Affiliates any legal proceedings that could materially adversely affect such party’s its ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No no Early Termination Event of Default with respect to it has occurred and is continuing continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to provide Showing Quantity on the terms and conditions of this Agreement; and it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party CPE in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement. Representations and Warranties of Provider . Provider represents and warrants to CPE throughout the Shown Term that: all of the Capacity Attributes related to the Showing Quantity shall be from the Project exclusively; It no Capacity Attributes of the Project that form part of the Showing Quantity or that are otherwise required for CPE to use the Showing Quantity for the purposes of the Compliance Showings for any day of any Showing Year and any Showing Month of the Shown Term has been committed or sold by Provider to any third party in order to satisfy any Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; the Project is a “forward contract merchant” connected to the CAISO Grid, is within the meaning CAISO Control Area, and is under the control of CAISO; each Project’s Scheduling Coordinator, owner and operator is obligated to comply with applicable Law, including the CAISO Tariff, relating to any of the United States Bankruptcy CodeCapacity Attributes comprising the Showing Quantity and the Project, including the operation of the Project; It the aggregation of all amounts of Capacity Attributes that Provider has entered into provided for the Project under this Agreement for each day included in the Shown Term does not exceed the amount of the Project’s Net Qualifying Capacity (NQC) for that Project; the Project is listed on the CAISO NQC List and is located in the Local Capacity Area listed in Appendix B, as identified in the CAISO Final Local Capacity Technical Study for the Shown Term; [the Project and its owner and operator have all Governmental Approvals necessary for the Project to operate, generate and deliver Showing Quantity and for Project Owner and operator to legally perform its obligations under the Provider Supply Agreement; there is not pending or, to its knowledge, threatened against it, the Project Owner or operator or any of their respective Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under the Provider Supply Agreement; Provider Supply Agreement is in full force and effect; neither Provider nor the Project Owner is in default under the Provider Supply Agreement; and]6 as of the date of the relevant Compliance Showing, Provider represents and warrants to CPE that Provider owns or has the exclusive right to all of the Capacity Attributes related to the Showing Quantity from the Project. INDEMNIFICATION AND INSURANCE Indemnity by Provider . Provider shall release, defend, indemnify and hold harmless CPE, its directors, officers, agents, attorneys, representatives and Affiliates (“CPE Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) Provider’s provision, or failure to provide, of the Showing Quantity, performance, or failure to perform, any of the Showing Commitment Actions or failure to submit any Proof of Commitment, (ii) the ownership, development, construction, operation and/or maintenance of the Project; (iii) Third Party Claims arising from Provider’s actions or inactions, including Provider’s breach of this Agreement or other agreements related to the development, construction, ownership, operation and/or maintenance of the Project; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of Provider or at Provider’s direction or agreement; (v) Third Party Claims arising under any agreement between Provider and the owner or operator of the Project, as applicable, or their respective Affiliates; or (vi) Third Claims resulting from any violation of any applicable Law, or requirements of Participating Transmission Owner, Utility Distribution Company, CAISO, NERC, WECC or Reliability Organization by Provider, the owner or operator of the Project, as applicable, or their respective Affiliates; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to CPE, Provider, the owner or operator of the Project, as applicable, or their respective Affiliates, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of CPE Group. Provider shall indemnify, defend and hold CPE Group harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys’ fees) incurred by or brought against CPE in connection with the conduct Environmental Costs. No Indemnity by CPE . CPE does not indemnify Provider. Notice of its business and it has the capacity or ability to make or take delivery of all Product under this AgreementClaim .

Representations and Warranties of Both Parties. As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Each Party represents and warrants to the other Party that: It is duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its formation; As of the CP Satisfaction Date, it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement, other than with respect to Seller, any of those Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and it otherwise can be obtained state in the ordinary course of business; The execution, delivery and performance of this Agreement are within its power, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party organized or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2); This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenseslicensed; It is not Bankrupt and there are not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with has the SEC, there is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any legal proceedings that could materially adversely affect such party’s ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision power to enter into this Agreement and as to whether perform its duties and obligations hereunder; All necessary corporate or other actions have been taken to authorize the execution of the Agreement and the performance of its duties and obligations; Neither the execution of this Agreement is appropriate nor the performance of its duties and obligations hereunder will violate any provision of any other agreement, license, corporate charter or proper for it based upon its own judgment, is not relying upon the advice or recommendations bylaws of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of Party; it will not enter into nor perform pursuant to any agreement that would violate or interfere with this Agreement; It is not currently the subject of a “forward contract merchant” within voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary petition, and is not aware of any claim for the meaning filing of an involuntary petition; Neither the Party, nor any of its shareholders, members, directors, officers, agents, employees or contractors have been excluded or served a notice of exclusion or have been served with a notice of proposed exclusion, or have committed any acts which are cause for exclusion, from participation in, or had any sanctions, or civil or criminal penalties imposed under, any Federal or state healthcare program, including but not limited to Medicare or Medicaid or have been convicted, under Federal or state law of a criminal offense; All of its employees, agents, representatives and contractors whose services may use or disclose PHI on behalf of that Party have been or shall be informed of the United States Bankruptcy Codeterms of this Agreement; It has entered into this Agreement in connection with the conduct All of its business employees, agents, representatives and it has contractors who may use or disclose PHI on behalf of that Party are under a sufficient legal duty to the capacity respective Party, either by contract or ability otherwise, to make or take delivery enable the Party to fully comply with all provisions of all Product under this Agreement. Each Party further agrees to notify the other Party immediately after the Party becomes aware that any of the foregoing representation and warranties may be inaccurate or may become incorrect.

Representations and Warranties of Both Parties. As of the Effective Date and/or and the CP Satisfaction Date (as applicable)Approval Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; As of the CP Satisfaction DateExcept as provided in Section 2.02 and Article Five, it has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement, other than with respect to Seller, any of those Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authority, and it otherwise can be obtained in the ordinary course of business; The execution, delivery and performance of this Agreement are within its power, have been duly authorized by all necessary action (other than regulatory approval as set forth in Section 2.02 and Article Five) and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Laws (excluding any Governmental Authority approvals or consents or any Required Permits, which items are covered in Section 22.1.2)applicable to it; This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would could result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with the SEC, there There is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any legal proceedings that could materially adversely affect such party’s its ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No Event of Default with respect to it has occurred and is continuing and no such event or circumstance Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions conditions, and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; and It has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Product Product, as applicable, under this Agreement.

Representations and Warranties of Both Parties. As of On the Effective Date and/or the CP Satisfaction Date (as applicable)Execution Date, each Party represents and warrants warranties to the other Party that: It it is duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its formationformation and is qualified to transact business in the State of California and in all jurisdictions where the ownership of its properties or its operations require such qualification, except where the failure to so qualify would not have a material adverse effect on its financial condition, its ability to own its properties or transact its business, or to carry out the transactions contemplated hereby; As of the CP Satisfaction Date, it has all regulatory authorizations Governmental Approvals necessary for it to legally perform its obligations under this Agreement, other than with respect ; it has full power and authority to Seller, any of those Required Permits that satisfy all of the following: it is not required prior carry on its business as now conducted and to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authorityenter into, and it otherwise can be obtained in carry out its obligations under this Agreement, and the ordinary course of business; The execution, delivery and performance of this Agreement are within its powerpowers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any Applicable Laws (excluding Law, rule, regulation, order or the like applicable to it; execution and delivery of this Agreement and performance or compliance with any Governmental Authority approvals provision hereof will not result in the creation or consents imposition of any lien upon its properties, or a breach of, or constitute a default under, or give to any Required Permitsother Persons any rights of termination, amendment, acceleration or cancellation of any agreement to which items are covered it is a party or by which any of its respective properties is bound or affected; this Agreement and each other document executed and delivered in Section 22.1.2); This accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It it is not Bankrupt and there are not no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt, other than, in the case of CPE, the Bankruptcy Cases; Except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any of its Affiliates any legal proceedings that could materially adversely affect such party’s its ability to perform its obligations under this Agreement or the Guaranty Agreement, as applicable; No no Early Termination Event of Default with respect to it has occurred and is continuing continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement; It it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code (as in effect as of the Execution Date of this Agreement); it has entered into this Agreement in connection with the conduct of its business and it has the capacity or the ability to provide Showing Quantity on the terms and conditions of this Agreement; and it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party CPE in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement. Representations and Warranties of Provider . Provider represents and warrants to CPE throughout the Shown Term that: all of the Capacity Attributes related to the Showing Quantity shall be from the Project exclusively; It no Capacity Attributes of the Project that form part of the Showing Quantity or that are otherwise required for CPE to use the Showing Quantity for the purposes of the Compliance Showings for any day of any Showing Year and any Showing Month of the Shown Term has been committed or sold by Provider to any third party in order to satisfy any Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; the Project is a “forward contract merchant” connected to the CAISO Grid, is within the meaning CAISO Control Area, and is under the control of CAISO; each Project’s Scheduling Coordinator, owner and operator is obligated to comply with applicable Law, including the CAISO Tariff, relating to any of the United States Bankruptcy CodeCapacity Attributes comprising the Showing Quantity and the Project, including the operation of the Project; It the aggregation of all amounts of Capacity Attributes that Provider has entered into provided for the Project under this Agreement for each day included in connection with the conduct Shown Term does not exceed the amount of the Project’s Net Qualifying Capacity (NQC) for that Project; the Project is listed on the CAISO NQC List and is located in the Local Capacity Area listed in Appendix B, as identified in the CAISO Final Local Capacity Technical Study for the Shown Term; [the Project and its business owner and it operator have all Governmental Approvals necessary for the Project to operate, generate and deliver Showing Quantity and for Project Owner and operator to legally perform its obligations under the Provider Supply Agreement; there is not pending or, to its knowledge, threatened against it, the Project Owner or operator or any of their respective Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under the Provider Supply Agreement; Provider Supply Agreement is in full force and effect; neither Provider nor the Project Owner is in default under the Provider Supply Agreement; and]6 as of the date of the relevant Compliance Showing, Provider represents and warrants to CPE that Provider owns or has the capacity exclusive right to all of the Capacity Attributes related to the Showing Quantity from the Project. INDEMNIFICATION and INSURANCE Indemnity by Provider . Provider shall release, defend, indemnify and hold harmless CPE, against and from any Indemnifiable Losses, which arise out of or ability relate to make or take delivery are in any way connected with Provider’s provision of all Product under this Agreementthe Showing Quantity or performance, or failure to perform, any of the Showing Commitment Actions. No Indemnity by CPE . CPE does not indemnify Provider. Notice of Claim .

Representations and Warranties of Both Parties. As of the Effective Date and/or the CP Satisfaction Date (as applicable), each Each Party hereby represents and warrants to the other Party Party, as of the Effective Date, that: It 11.1.1. such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formationincorporation or organization and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; As 11.1.2. such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the CP Satisfaction Date, it has all regulatory authorizations necessary for it to legally perform performance of its obligations under hereunder; 11.1.3. this Agreement, other than with respect to Seller, any Agreement has been duly executed and delivered on behalf of those Required Permits that satisfy all of the following: it is not required prior to the start of construction of the Project, it is not subject to the discretionary action of the applicable Governmental Authoritysuch Party, and constitutes a legal, valid and binding obligation, enforceable against it otherwise can be obtained in accordance with the ordinary course of businessterms hereof; The 11.1.4. the execution, delivery and performance of this Agreement are within its powerby such Party will not constitute a default under or conflict with any agreement, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documentsinstrument or understanding, any contracts oral or written, to which it is a party or by which it is bound, or to the best of its knowledge and belief violate any Applicable Laws (excluding law or regulation of any Governmental Authority approvals court, governmental body or consents administrative or other agency having jurisdiction over such Party; 11.1.5. to the best of its knowledge and belief, other than with respect to the HSR Act, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any Required Permitsother agreement or instrument executed in connection herewith, which items are covered in Section 22.1.2); This Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses; It is not Bankrupt and there are not proceedings pending or being contemplated for the performance by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; Except as may be set forth in its reports filed with the SEC, there is not pending or, to its knowledge, threatened against it or in Seller’s case, Guarantor, if applicable, any legal proceedings that could materially adversely affect such party’s ability to perform of its obligations under this Agreement or the Guaranty Agreement, as applicableand such other agreements; No Event of Default with respect to and 11.1.6. it has occurred and is continuing and no such event or circumstance would occur as a result not employed (and, to the best of its entering into or performing its obligations under this Agreement; It is acting for its own accountknowledge and belief, has not used a contractor or consultant that has employed) and in the future will not employ (or, to the best of its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made its own independent decision by such contractor or consultant) any Person debarred by the FDA (or subject to enter into this Agreement and as to whether this Agreement a similar sanction of EMA or foreign equivalent), or any Person which is appropriate the subject of an FDA debarment investigation or proper for it based upon its own judgmentproceeding (or similar proceeding of EMA or foreign equivalent), is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement; It is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; It has entered into this Agreement in connection with the conduct of the Non-Clinical Studies or Clinical Studies of a Product and its business and it has activities under the capacity or ability to make or take delivery of all Product under this AgreementDevelopment Plan.