Common use of STATEMENTS BY THE PARTIES Clause in Contracts

STATEMENTS BY THE PARTIES. 2.1 The Concessionaire and the Qualified Operator guarantee to the Grantor, on the Closing Date, the truthfulness and accuracy of the following statements: a) That: (i) The Concessionaire is duly incorporated and validly existing in accordance with the Applicable Laws and Provisions, and the Qualified Operator is a duly incorporated company and validly existing under the laws of the country or place of its incorporation; (ii) they are duly authorized and able to assume their respective obligations as a result of concluding the Agreement in all jurisdictions where such authorization is necessary due to the nature of their activities or due to the ownership, lease or operation of their assets, except in those jurisdictions where the lack of such authorization does not have a material adverse effect on their business or operations; and (iii) have complied with all the requirements necessary to formalize the Agreement and to fulfill the commitments stipulated therein. b) The Concessionaire declares that it, its shareholders, the natural and legal persons with whom it has a direct or indirect ownership, link or control relationship (pursuant to the Indirect Ownership, affiliated parties and Economic Groups Regulation, approved by Security Market Superintendence Resolution SMV 019-2015-SMV/01 or any regulation that amends or substitutes it), as well as the Concessionaire directors, officers, employees or representatives or those of the aforementioned legal entities, have not offered, delivered, authorized, solicited or accepted any illicit, pecuniary, economic or similar advantage related to the granting of the Agreement Award, to the Concession or to the execution of this Agreement. c) The Agreement subscription, submission and fulfillment by the Concessionaire and the Qualified Operator are within their powers and have been duly authorized by the respective Board or other similar bodies. d) The Concessionaire does not have to perform other actions or procedures to authorize the subscription and fulfillment of its obligations under the Agreement. The Agreement has been duly and validly signed and delivered by the Concessionaire, and is a valid, binding and enforceable obligation for the Concessionaire and for the Qualified Operator according to its terms. 2.2 The Grantor guarantees to the Concessionaire, on the Closing Date, the truthfulness and accuracy of the following statements: a) The Ministry of Energy and Mines is duly authorized in accordance with the Applicable Laws and Provisions to act on behalf of the Grantor in this Agreement. The subscription, submission and fulfillment of the Agreement by the Grantor are within its powers, are in accordance with the Applicable Laws and Provisions, and have been duly authorized by the Competent Government Authority. b) No other action or proceeding on the part of the Grantor or any other competent Government Authority is necessary to authorize the subscription of the Agreement or for the fulfillment of the Grantor’s obligations contemplated therein. The Agreement has been duly and validly signed by the Concessionaire's authorized representative(s) and, together with the proper authorization, subscription and submission of the Agreement by the Concessionaire, it is a valid and binding obligation for the Grantor. 2.3 The Concessionaire guarantees to the Grantor that for a period comprised from the Closing Date until the completion of ten (10) years of Project Commercial Operation, the Qualified Operator shall hold the Minimum Share and will be responsible for the Concession’s technical operations, from Project design to the end of that term. At the request of the Concessionaire, the Grantor will accept that the Qualified Operator be replaced by another Person before the expiration of the stipulated period, provided that said Person meets the minimum qualification requirements pursuant to the Tender Documents. If the Grantor does not respond to the request in sixty (60) Days, the application shall be deemed accepted, without prejudice to subsequent evaluation, in order to verify and / or require compliance with the minimum requirements. The Tariff Base incorporates the concepts set forth in definition 3 of the Agreement’s Annex 3, assuming that this includes the Qualified Operator’s work, without in any case adding to the Tariff Base any consideration or compensation that may have been agreed or that will be agreed in the future between the Concessionaire and the Qualified Operator.

STATEMENTS BY THE PARTIES. 2.1 The Concessionaire and the Qualified Operator guarantee guarantees to the Grantor, on the Closing Datedate, the truthfulness authenticity and accuracy of the following statements: a) That: The Concessionaire and the Qualified Operator: (i) The Concessionaire is duly incorporated and validly existing in accordance with under the Applicable Laws and Provisions, and the Qualified Operator is a corporation duly incorporated company and validly existing under the laws of the country or place of its incorporation; incorporation (ii) they both are duly authorized and able to assume their respective the obligations that correspond to them as a result of concluding the Agreement signing of the Contract in all jurisdictions where in which such authorization is necessary due to required by the nature of their activities or due to the ownership, lease leasing or operation of their assets, property except in those jurisdictions where in which the lack absence of such authorization does will not have a material adverse effect on their business businesses or operations; , and (iii) both have complied with met all the requirements necessary to formalize execute the Agreement Contract and to fulfill the commitments stipulated contained therein. b) The Concessionaire declares that itsigning, its shareholders, the natural delivery and legal persons with whom it has a direct or indirect ownership, link or control relationship (pursuant to the Indirect Ownership, affiliated parties and Economic Groups Regulation, approved by Security Market Superintendence Resolution SMV 019-2015-SMV/01 or any regulation that amends or substitutes it), as well as the Concessionaire directors, officers, employees or representatives or those performance of the aforementioned legal entitiesContract, have not offered, delivered, authorized, solicited or accepted any illicit, pecuniary, economic or similar advantage related to the granting of the Agreement Award, to the Concession or to the execution of this Agreement. c) The Agreement subscription, submission and fulfillment by the Concessionaire and the Qualified Operator are within their powers and have been duly authorized by the their respective Board boards or other similar bodies. dc) The Concessionaire does not have to perform other actions acts or procedures proceedings to authorize the subscription and fulfillment performance of its obligations under the AgreementContract. The Agreement Contract has been duly and validly signed and delivered by the Concessionaire, Concessionaire and is constitutes a valid, binding and enforceable obligation for commitment to the Concessionaire and for the Qualified Operator according to in accordance with its terms. d) There are no actions, trials, arbitrations or other ongoing legal proceedings or non- executed judgments or decisions of any kind against the Concessionaire, the Qualified Operator or any main partner of both, which are aimed at prohibiting, preventing or limiting the fulfillment of commitments or obligations under the Contract. 2.2 The Grantor Concessionaire guarantees to the ConcessionaireGrantor, on the Closing Datedate, the truthfulness authenticity and accuracy of the following statements: a) The Ministry of Energy and Mines is duly authorized in accordance with the under Applicable Laws and Provisions to act on behalf of the Grantor in this AgreementContract. The subscriptionsigning, submission delivery and fulfillment of the Agreement performance by the Grantor of the Contract are within its powers, are in accordance comply with the Applicable Laws and ProvisionsLaws, and have been duly authorized by the Competent Government Governmental Authority. b) No There are no actions, trials, arbitrations or other action ongoing legal proceedings or proceeding on non- executed judgments or decisions of any kind against the part of the Grantor Grantor, which are aimed at prohibiting, preventing or any other competent Government Authority is necessary to authorize the subscription of the Agreement or for limiting the fulfillment of commitments or obligations under the Grantor’s obligations contemplated thereinContract. The Agreement Contract has been duly and validly signed by the Concessionaire's Grantor’s authorized representative(s) representatives and, together with the proper authorization, subscription signing and submission of the Agreement delivery thereof by the Concessionaire, Concessionaire it is constitutes a valid and binding obligation for commitment to the Grantor. c) There are no actions, trials, arbitrations or other ongoing legal proceedings or non- executed judgments or decisions of any kind against the Grantor, which are aimed at prohibiting, preventing or limiting the fulfillment of commitments or obligations under the Contract. 2.3 The Concessionaire guarantees to the Grantor that for a period comprised starting from the Closing Date and until the completion of ten (10) years of Project Commercial Operationcommercial operation of the Power Line have been performed, the Qualified Operator shall hold will be the holder of the Minimum Share Share, and will be responsible for the Concession’s technical operations, operations from Project the very design to of the end Power Line until the conclusion of that termperiod. At the request of the Concessionaire, the Grantor will shall accept that the Qualified Operator be is replaced by another Person Entity before the expiration of the stipulated period, specified period provided that said Person such entity meets the minimum qualification requirements pursuant to specified in the Tender DocumentsBidding Terms. If the Grantor does not respond to answer the request in sixty within thirty (6030) Days, the application shall be deemed accepted, without prejudice to subsequent evaluation, in order to verify and / or require compliance with the minimum requirements. The Tariff Base tariff incorporates the concepts set forth provided in definition 3 of Annex 3 of the Agreement’s Annex 3Contract, definition 2 of Article 1 and Article 24 of Law No. 28832 assuming that this includes the work of the Qualified Operator’s work, without provided that in any case adding to the Tariff Base no event any consideration or compensation that may would have been agreed or that will be is agreed in the future between by the Concessionaire and the Qualified OperatorOperator shall be added to the Base tariff.

STATEMENTS BY THE PARTIES. 2.1 The Concessionaire and the Qualified Operator guarantee guarantees to the Grantor, on the Closing Date, the truthfulness and accuracy of the following statements: a) That: : (i) The Concessionaire is duly incorporated and validly existing in accordance with the Applicable Laws and Provisions, and the Qualified Operator is a duly incorporated company and validly existing under the laws of the country or place of its incorporation; (ii) they are is duly authorized and able for its board of Directors or similar Body to assume their respective obligations as a result of concluding the Agreement in all jurisdictions where such authorization is necessary due to the nature of their activities its activity or due to the ownership, lease or operation of their assets, except in those jurisdictions where the lack of such authorization does not have a material adverse effect on their business or operations; and (iii) have has complied with all the requirements necessary to formalize the Agreement and to fulfill the commitments stipulated therein. b) The Concessionaire declares that it, its shareholders, the natural and legal persons with whom it has a direct or indirect ownership, link or control relationship (pursuant to the Indirect Ownership, affiliated parties and Economic Groups Regulation, approved by Security Market Superintendence Resolution SMV 019-2015-SMV/01 or any regulation that amends or substitutes it), as well as the Concessionaire directors, officers, employees or representatives or those of the aforementioned legal entities, have not offered, delivered, authorized, solicited or accepted any illicit, pecuniary, economic or similar advantage related to the granting of the Agreement Award, to the Concession or to the execution of this Agreement. c) The Agreement subscription, submission and fulfillment by the Concessionaire and the Qualified Operator are it is included within their powers and have has been duly authorized by the respective Board or other similar bodies. dc) The Concessionaire does not have to perform other actions or procedures to authorize the subscription and fulfillment of its obligations under the Agreement. The Agreement has been duly and validly signed and delivered by the Concessionaire, and is a valid, binding and enforceable obligation for the Concessionaire and for the Qualified Operator according to its terms. 2.2 The Grantor guarantees to the Concessionaire, on the Closing Date, the truthfulness and accuracy of the following statements: a) The Ministry of Energy and Mines is duly authorized in accordance with the Applicable Laws and Provisions to act on behalf of the Grantor in this Agreement. The subscription, submission and fulfillment of the Agreement by the Grantor are within its powers, are in accordance with the Applicable Laws and Provisions, and have been duly authorized by the Competent Government Authority. b) No other action or proceeding on the part of the Grantor or any other competent Government Authority is necessary to authorize the subscription of the Agreement or for the fulfillment of the Grantor’s obligations contemplated therein. The Agreement Concessionaire has been duly and validly signed by the Concessionaire's authorized representative(s) andAgreement, together with the proper authorization, subscription and submission of the Agreement by the Concessionaire, it is a valid valid, binding and binding enforceable obligation for the GrantorGrantor to its terms. 2.3 The Concessionaire guarantees to the Grantor that for a period comprised from the Closing Date until the completion of ten (10) years of Project Commercial Operation, the Qualified Operator shall hold the Minimum Share and will be responsible for the Concession’s technical operations, from Project design to the end of that term. At the request of the Concessionaire, the Grantor will accept that the Qualified Operator be replaced by another Person before the expiration of the stipulated period, provided that said Person meets the minimum qualification requirements pursuant to the Tender Documents. If the Grantor does not respond to the request in sixty (60) Days, the application shall be deemed accepted, without prejudice to subsequent evaluation, in order to verify and / or require compliance with the minimum requirements. The Tariff Base incorporates the concepts set forth in definition 3 of the Agreement’s Annex 3, assuming that this includes the Qualified Operator’s work, without in any case adding to the Tariff Base any consideration or compensation that may have been agreed or that will be agreed in the future between the Concessionaire and the Qualified Operator.

STATEMENTS BY THE PARTIES. 2.1 The Concessionaire and the Qualified Operator guarantee to the Grantor, on the Closing Dateclosing date, the truthfulness and accuracy of the following statements: a) That: (i) The Concessionaire is duly incorporated and validly existing in accordance with under the Applicable Laws and ProvisionsLaws, and the Qualified Operator is a corporation duly incorporated company and validly existing under the laws of the country or the place of its incorporation; (ii) they are duly authorized and able in capacity to assume their respective the obligations that respectively correspond as a result consequence of concluding the Agreement entering of the Contract in all the jurisdictions where such in which that authorization is necessary due to for the nature of their its activities or due to for the ownership, lease leasing or operation of their its assets, except in those jurisdictions where the lack of such said authorization does not have a material substantially adverse effect on their its business or operationstransactions; and (iii) have complied with all the requirements necessary to formalize the Agreement Contract and to fulfill comply with the commitments stipulated therein. b) The Concessionaire declares that itsignature, its shareholders, the natural delivery and legal persons with whom it has a direct or indirect ownership, link or control relationship (pursuant to the Indirect Ownership, affiliated parties and Economic Groups Regulation, approved by Security Market Superintendence Resolution SMV 019-2015-SMV/01 or any regulation that amends or substitutes it), as well as the Concessionaire directors, officers, employees or representatives or those compliance of the aforementioned legal entitiesContract, have not offered, delivered, authorized, solicited or accepted any illicit, pecuniary, economic or similar advantage related to the granting of the Agreement Award, to the Concession or to the execution of this Agreement. c) The Agreement subscription, submission and fulfillment by the Concessionaire and the Qualified Operator Operator, are comprised within their powers and have been duly authorized by the respective Board boards or other similar bodies. dc) The Concessionaire does It shall not have to perform be necessary the performing other actions acts or procedures by the Concessionaire to authorize the subscription and fulfillment compliance of its the obligations that correspond under the AgreementContract. The Agreement Contract has been duly and validly signed and delivered by the Concessionaire, and is constitutes a valid, binding and enforceable obligation for the Concessionaire and for the Qualified Operator according to its terms. 2.2 The Grantor guarantees to the Concessionaire, on the Closing Dateclosing date, the truthfulness and accuracy of the following statements: a) The Ministry of Energy and Mines is duly authorized in accordance with under the Applicable Laws and Provisions to act on behalf of the Grantor in this AgreementContract. The subscriptionsignature, submission delivery and fulfillment of the Agreement compliance by the Grantor of the Contract are comprised within its powers, are in accordance with under the Applicable Laws and ProvisionsLaws, and have been duly authorized by the Competent Government Authoritycompetent governmental authority. b) No Any other action or proceeding on the part of procedure by the Grantor or any other competent Government Authority governmental authority is necessary to authorize the subscription of the Agreement Contract or for the fulfillment compliance of the Grantor’s obligations contemplated of the Grantor provided therein. The Agreement Contract has been duly and validly signed by the Concessionaire's authorized representative(s) representatives of the Grantor and, together with the proper due authorization, subscription signature and submission of the Agreement delivery thereof by the Concessionaire, it is constitutes a valid and binding obligation for the Grantor. 2.3 The Concessionaire guarantees to the Grantor Grantor, that for during a period comprised from the Closing Date closing date and until the completion of complying ten (10) years of Project Commercial OperationOperation of the Power Line, the Qualified Operator shall hold will be the holder of the Minimum Share Participation, and will be the responsible for of the Concession’s technical operations, operations of the Concession from Project the design to of the end Power Line until the conclusion of that said term. At the Upon request of the Concessionaire, the Grantor will shall accept that the Qualified Operator be is replaced by another Person person before the expiration of the stipulated period, period indicated provided that said Person meets person complies with the minimum requirements of qualification requirements pursuant to provided in the Tender DocumentsBid Terms. If the Grantor does not respond to reply the request in sixty within thirty (6030) Daysdays, the application request shall be deemed understood as accepted, without prejudice to subsequent evaluation, in order to verify and / or require compliance with the minimum requirements. The Tariff Base incorporates the concepts set forth provided in the definition 3 of Annex No. 3 of the Agreement’s Annex 3Contract, assuming that this it includes the tasks of the Qualified Operator’s work, without and in any no case adding shall be added to the Tariff Base any consideration or compensation that may might have been agreed or that will be agreed is convenient in the future between the Concessionaire and the Qualified Operator.