Common use of Background Materials Clause in Contracts

Background Materials. ONI collected, and with respect to documents prepared by ONI, prepared the Background Materials in good faith. Without limiting the effectiveness of any qualification contained in any other representation or warranty in this Article III, the Background Materials constitute all documents and written materials in ONI’s possession (and in the possession of the Company and the Project Companies) containing material information (exclusive of documents that contain information duplicative of information contained or incorporated in any other Background Materials) relating to the Company, the Projects and the Project Companies, and the Background Materials, when taken as a whole, do not contain any untrue statement of a material fact concerning the Company or the Projects or the Project Companies and the transactions contemplated by this Agreement. ONI has not Knowingly omitted any material fact from the Background Materials, which would be necessary to make the statements and information contained in the Background Materials, when taken in their entirety, not misleading. Notwithstanding anything in this Section 3.30, no representation or warranty is made with respect to any Background Materials that are in the nature of projections other than that (i) they were prepared in good faith and on the basis of assumptions that were considered reasonable by ONI at the time made, and (ii) to the extent prepared on or after January 24, 2012 (which ONI acknowledges includes the Base Case Model), ONI continues to consider to be reasonable in all material respects. The copies of the documents listed on Schedule 3.30 that are contained in the Dataroom are true, correct and complete copies thereof.

Background Materials. ONI collected, and with respect to documents prepared by ONI, prepared the Background Materials in good faith. Without limiting the effectiveness of any qualification contained in any other representation or warranty in this Article III, the Background Materials constitute all documents and written materials in ONI’s possession (and in the possession of the Company and the Project Companies) containing material information (exclusive of documents that contain information duplicative of information contained or incorporated in any other Background Materials) relating to the Company, the Projects and the Project Companies, and the Background Materials, when taken as a whole, do not contain any untrue statement of a material fact concerning the Company or the Projects or the Project Companies and the transactions contemplated by this Agreement. ONI has not Knowingly omitted any material fact from the Background Materials, which would be necessary to make the statements and information contained in the Background Materials, when taken in their entirety, not misleading. Notwithstanding anything in this Section 3.30, no representation or warranty is made with respect to any Background Materials that are in the nature of projections other than that (i) they were prepared in good faith and on the basis of assumptions that were considered reasonable by ONI at the time made, and (ii) to the extent prepared on or after January 24, 2012 (which ONI acknowledges includes the Base Case Model), ONI continues to consider to be reasonable in all material respects. The copies of the documents listed on Schedule 3.30 that are contained in the Dataroom are true, correct and complete copies thereof.. - 24 - Section

Background Materials. ONI The Sellers collected, and with respect to documents prepared by ONIthe Sellers, prepared the Background Materials in good faith. Without limiting the effectiveness of any qualification contained in any other representation or warranty in this Article III, the Background Materials constitute all documents and written materials in ONI’s the Sellers’ possession (and in the possession of the Company and the Project Subject Companies) containing material information (exclusive of documents that contain information duplicative of information contained or incorporated in any other Background Materials) relating to the Company, the Projects and the Project Subject Companies, and the Background Materials, when taken as a whole, do not contain any untrue statement of a material fact concerning the Company or the Projects or the Project Subject Companies and the transactions contemplated by this Agreement. ONI Neither Seller has not Knowingly knowingly omitted any material fact from the Background Materials, which would be necessary to make the statements and information contained in the Background Materials, when taken in their entirety, not misleading. Notwithstanding anything in this Section 3.30, no representation or warranty is made with respect to any Background Materials that are in the nature of projections other than that (i) they were prepared in good faith and on the basis of assumptions that were considered reasonable by ONI the Sellers at the time made, and (ii) to the extent prepared on or after January 24September 30, 2012 2016 (which ONI acknowledges the Sellers acknowledge includes the Base Case Model), ONI continues the Sellers continue to consider to be reasonable in all material respects. The copies of the documents listed on Schedule 3.30 that are contained in the Dataroom are true, correct and complete copies thereof.