Common use of REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. The Contracting Party hereby represents and warrants, in favor of Ormat, as of the date hereof, that: (a) The Contracting Party (i) is a [ ] duly organized and validly existing under the laws of the State of [ ], and (ii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Assigned Agreement[s], and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (b) the execution, delivery and performance by the Contracting Party of this Consent and the Assigned Agreement[s] have been duly authorized by all necessary corporate or other action on the part of the Contracting Party and do not require any approvals, filings with, or consents of any entity or person which have not previously been obtained or made; (c) each of this Consent and the Assigned Agreement[s] is in full force and effect, has been duly executed and delivered on behalf of the Contracting Party by the appropriate officers of the Contracting Party, and constitutes the legal, valid and binding obligation of the Contracting Party, enforceable against the Contracting Party in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (d) there is no litigation, action, suit, proceeding or investigation pending or (to the best of the Contracting Party’s knowledge) threatened against the Contracting Party before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the performance by the Contracting Party of its obligations hereunder or under the Assigned Agreement[s]; (e) the execution, delivery and performance by the Contracting Party of this Consent and the Assigned Agreement[s], and the consummation of the transactions contemplated hereby and thereby, do or will not result in any violation of, breach of or default under any term of its formation or governance documents, or of any contract or agreement to which it is a party or by which it or its property is bound, or of any license, permit, franchise, judgment, injunction, order, law, rule or regulation applicable to it, other than any such violation, breach or default which could not reasonably be expected to have a material adverse effect on the Contracting Party’s ability to perform its obligations under the Assigned Agreement[s] or this Consent; (f) neither the Contracting Party nor, to the best of the Contracting Party’s knowledge, any other party to the Assigned Agreement[s], is in default of any of its obligations thereunder; (g) to the best of the Contracting Party’s knowledge, (i) no event of force majeure exists under, and as defined in, the Assigned Agreement[s] and (ii) no event or condition exists which would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Contracting Party or the Company to terminate or suspend its obligations under [any of] the Assigned Agreement[s]; and (h) the Assigned Agreement[s] and this Consent are the only agreements between the Company and the Contracting Party with respect to the Project, and all of the conditions precedent to effectiveness under the Assigned Agreement[s] have been satisfied or waived. Each of the representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Consent and the Assigned Agreement[s] and the consummation of the transactions contemplated hereby and thereby.

REPRESENTATIONS AND WARRANTIES OF CONTRACTING PARTY. The Contracting Party hereby represents and warrants, in favor of OrmatAdministrative Agent and the Lenders, as of the date hereof, that: (a) The Contracting Party (i) is a [ [________________] duly organized [FORMED] [ORGANIZED] and validly existing under the laws of the State of [ [_________________], (ii) is duly qualified, authorized to do business and in good standing in the State of California, and (iiiii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Assigned Agreement[s]Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (b) the execution, delivery and performance by the Contracting Party of this Consent and the Assigned Agreement[s] Agreement have been duly authorized by all necessary corporate or other action on the part of the Contracting Party and do not require any approvals, filings with, or consents of any entity or person which have not previously been obtained or made; (c) each of this Consent and the Assigned Agreement[s] Agreement is in full force and effect, has been duly executed and delivered on behalf of the Contracting Party by the appropriate officers of the Contracting Party, and constitutes the legal, valid and binding obligation of the Contracting Party, enforceable against the Contracting Party in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (d) there is no litigation, action, suit, proceeding or investigation pending or (to the best of the Contracting Party’s 's knowledge) threatened against the Contracting Party before or by any court, administrative agency, arbitrator or governmental authority, body or agency which, if adversely determined, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the performance by the Contracting Party of its obligations hereunder or under the Assigned Agreement[s]Agreement; (e) the execution, delivery and performance by the Contracting Party of this Consent and the Assigned Agreement[s]Agreement, and the consummation of the transactions contemplated hereby and thereby, do or will not result in any violation of, breach of or default under any term of its formation or governance documents, or of any contract or agreement to which it is a party or by which it or its property is bound, or of any license, permit, franchise, judgment, injunction, order, law, rule or regulation applicable to it, other than any such violation, breach or default which could not reasonably be expected to have a material adverse effect on the Contracting Party’s 's ability to perform its obligations under the Assigned Agreement[s] Agreement or this Consent; (f) neither the Contracting Party nor, to the best of the Contracting Party’s 's knowledge, any other party to the Assigned Agreement[s]Agreement, is in default of any of its obligations thereunder; (g) to the best of the Contracting Party’s 's knowledge, (i) no event of force majeure exists under, and as defined in, the Assigned Agreement[s] Agreement and (ii) no event or condition exists which would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the Contracting Party or the Company Project Owner to terminate or suspend its obligations under [any of] the Assigned Agreement[s]Agreement; and (h) the Assigned Agreement[s] Agreement and this Consent are the only agreements between the Company Project Owner and the Contracting Party with respect to the Project, and all of the conditions precedent to effectiveness under the Assigned Agreement[s] Agreement have been satisfied or waived. Each of the representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Consent and the Assigned Agreement[s] Agreement and the consummation of the transactions contemplated hereby and thereby.