Common use of Representations and Warranties Authority Clause in Contracts

Representations and Warranties Authority. 42 13.1 Seller’s Representations and Warranties. 42 13.2 Buyer’s Representations and Warranties 44 13.3 General Covenants 45 13.4 Seller Covenants 45 13.5 Seller Commitments 45 13.6 Responsible Procurement 45 ARTICLE 14 ASSIGNMENT 45 14.1 General Prohibition on Assignments 45 14.2 Collateral Assignment 46 14.3 Permitted Assignment by Seller 47 ARTICLE 15 DISPUTE RESOLUTION 48 15.1 Applicable Law. 48 15.2 Dispute Resolution. 48 15.3 Attorneys’ Fees 48 ARTICLE 16 INDEMNIFICATION 48 16.1 Indemnification. 50 ARTICLE 17 INSURANCE 50 17.1 Insurance 50 ARTICLE 18 CONFIDENTIAL INFORMATION 52 18.1 Definition of Confidential Information 52 18.2 Duty to Maintain Confidentiality 52 18.3 Irreparable Injury; Remedies 53 18.4 Disclosure to Lenders, Etc. 53 18.5 Press Releases 53 ARTICLE 19 MISCELLANEOUS 53 19.1 Entire Agreement; Integration; Exhibits 53 19.2 Amendments 53 19.3 No Waiver 54 19.4 No Agency, Partnership, Joint Venture or Lease 54 19.5 Severability 54 19.6 Mobile-Sierra 54 19.7 Counterparts 54 19.8 Electronic Delivery 54 19.9 Binding Effect 54 19.10 Designated Fund; Limited Obligations 55 19.11 Change in Electric Market Design 55 19.12 Forward Contract 55 19.13 Further Assurances 56 Exhibit A Facility Description Exhibit B Facility Construction and Commercial Operation Exhibit C Compensation Exhibit D Scheduling Coordinator Responsibilities Exhibit E Form of Progress Report Exhibit F-1 Form of Average Expected Energy Report Exhibit F-2 Form of Monthly Available Capacity Report Exhibit G Guaranteed Energy Production Damages Calculation Exhibit H Form of Commercial Operation Date Certificate Exhibit I Form of Installed Capacity Certificate Exhibit J Form of Construction Start Date Certificate Exhibit K Form of Letter of Credit Exhibit L Form of Guaranty Exhibit M Metering Diagram Exhibit N Notices Exhibit O Seller Commitments Exhibit P Operating Restrictions This Renewable Power Purchase Agreement (this “Agreement”) is entered into as of ______________, 2021 (the “Effective Date”), between Buyer and Seller. ▇▇▇▇▇ and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

Representations and Warranties Authority. 42 47 13.1 Seller’s Representations and Warranties. 42 47 13.2 Buyer’s Representations and Warranties 44 48 13.3 General Covenants 45 49 13.4 Seller Covenants 45 Prevailing Wage. 49 13.5 Seller Commitments 45 Reserved. 49 13.6 Responsible Procurement 45 Workforce Development and Supplier Diversity. 49 ARTICLE 14 ASSIGNMENT 45 49 14.1 General Prohibition on Assignments 45 49 14.2 Collateral Assignment 46 50 14.3 Permitted Assignment by Seller 47 51 ARTICLE 15 DISPUTE RESOLUTION 48 52 15.1 Applicable Governing Law. 48 52 15.2 Dispute Resolution. 48 15.3 Attorneys’ Fees 48 52 ARTICLE 16 INDEMNIFICATION 48 52 16.1 IndemnificationIndemnity. 50 52 16.2 Claim Notice. 53 16.3 Defense of Claims. 53 16.4 Amounts Owed. 53 16.5 Rights and Remedies are Cumulative. 53 ARTICLE 17 INSURANCE 50 54 17.1 Insurance 50 Insurance. 54 ARTICLE 18 CONFIDENTIAL INFORMATION 52 55 18.1 Definition of Confidential Information 52 Information. 55 18.2 Duty to Maintain Confidentiality 52 Confidentiality. 55 18.3 Irreparable Injury; Remedies 53 Remedies. 55 18.4 Disclosure to Lenders, Etc. 53 .. 56 18.5 Press Releases 53 Releases. 56 ARTICLE 19 MISCELLANEOUS 53 56 19.1 Entire Agreement; Integration; Exhibits 53 Exhibits. 56 19.2 Amendments 53 Amendments. 56 19.3 No Waiver 54 Waiver. 56 19.4 No Agency, Partnership, Joint Venture or Lease 54 Lease. 56 19.5 Severability 54 Severability. 57 19.6 Mobile-Sierra 54 Sierra. 57 19.7 Counterparts 54 Counterparts. 57 19.8 Electronic Delivery 54 Delivery. 57 19.9 Binding Effect 54 Effect. 57 19.10 Designated Fund; Limited Obligations 55 No Recourse. 57 19.11 Change in Electric Market Design 55 Forward Contract. 57 19.12 Forward Contract 55 19.13 Further Assurances 56 58 Exhibit A Facility Description Exhibit B Facility Construction Major Project Development Milestones and Commercial Operation Exhibit C Compensation Exhibit D Scheduling Coordinator Responsibilities Exhibit E Progress Reporting Form of Progress Report Exhibit F-1 Form of Average Expected Energy Report Exhibit F-2 Form of Monthly Available Capacity Report Exhibit G Guaranteed Energy Production Damages Calculation Exhibit H Form of Commercial Operation Date Certificate Exhibit I Form of Installed Capacity Certificate Exhibit J Form of Construction Start Date Certificate Exhibit K Form of Letter of Credit Exhibit L Form of Guaranty Exhibit M Metering Diagram Form of Replacement RA Notice Exhibit N Notices Exhibit O Seller Commitments Operating Restrictions Exhibit P Operating Restrictions Metering Diagram Exhibit Q Workforce Development This Renewable Power Purchase Agreement (this “Agreement”) is entered into as of ______________, 2021 202[X] (the “Effective Date”), between Buyer and Seller. ▇▇▇▇▇ and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

Representations and Warranties Authority. 42 47 13.1 Seller’s Representations and Warranties. 42 13.2 Buyer’s 's Representations and Warranties 44 47 13.2 Buyer's Representations and Warranties 48 13.3 General Covenants 45 49 13.4 Seller Covenants 45 13.5 Seller Commitments 45 13.6 Responsible Procurement 45 Workforce Development 49 ARTICLE 14 ASSIGNMENT 45 49 14.1 General Prohibition on Assignments 45 49 14.2 Collateral Assignment 46 50 14.3 Permitted Assignment by Seller 47 51 14.4 Shared Facilities; Portfolio Financing 52 ARTICLE 15 DISPUTE RESOLUTION 48 52 15.1 Applicable Law. 48 Governing Law 52 15.2 Dispute Resolution. 48 Resolution 52 15.3 Attorneys’ ' Fees 48 52 ARTICLE 16 INDEMNIFICATION 48 INDEMNIFICATION. 53 16.1 Indemnification. 50 Indemnification 53 16.2 Claims 53 ARTICLE 17 INSURANCE 50 53 17.1 Insurance 50 53 ARTICLE 18 CONFIDENTIAL INFORMATION 52 55 18.1 Definition of Confidential Information 52 55 18.2 Duty to Maintain Confidentiality 52 55 18.3 Irreparable Injury; Remedies 53 56 18.4 Permitted Disclosure to Lenders, Etc. 53 56 18.5 Press Releases 53 Public Statements 56 ARTICLE 19 MISCELLANEOUS 53 57 19.1 Entire Agreement; Integration; Exhibits 53 57 19.2 Amendments 53 57 19.3 No Waiver 54 57 19.4 No Agency, Partnership, Joint Venture or Lease 54 57 19.5 Severability 54 57 19.6 Mobile-Sierra 54 57 19.7 Counterparts 54 58 19.8 Facsimile or Electronic Delivery 54 58 19.9 Binding Effect 54 58 19.10 Designated Fund; Limited Obligations 55 No Recourse to Members of Buyer 58 19.11 Forward Contract 58 19.12 Change in Electric Market Design 55 19.12 Forward Contract 55 19.13 Further Assurances 56 Exhibit A Facility Description Exhibit B Facility Construction and Commercial Operation Exhibit C Compensation Exhibit D Scheduling Coordinator Responsibilities Exhibit E Form of Progress Report Exhibit F-1 Form of Average Expected Energy Report Exhibit F-2 Form of Monthly Available Capacity Report Exhibit G Guaranteed Energy Production Damages Calculation Exhibit H Form of Commercial Operation Date Certificate Exhibit I Form of Installed Capacity Certificate Exhibit J Form of Construction Start Date Certificate Exhibit K Form of Letter of Credit Exhibit L Form of Guaranty Exhibit M Metering Diagram Exhibit N Notices Exhibit O Seller Commitments Exhibit P Operating Restrictions This Renewable Power Purchase Agreement (this “Agreement”) is entered into as of ______________, 2021 (the “Effective Date”), between Buyer and Seller. ▇▇▇▇▇ and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.58