1998 AGN JAN 13 I03 - Laserfiche WebLink

Browse Search

DRAFT: 11/07/97 SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. Representations And Warranties. On the Effective Date and the date of entering -into each Transaction, each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of rhe jurisdiction of its formation and is qualified to conduct its business in each jurisdiction in which a Transaction will be performed by it, (ii) it has all regulatory authorizations necessaryfor it to legally O ' � y perform its obligations under this Master Agreement and each Transaction, (iii) the execution, delivery and performance of this Master Agreement and each Transaction are within its powers, 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 Law applicable to it, (iv) this Master Agreement and each Transaction when entered into in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, subject to any Equitable Defenses, (v) there are no Bankruptcy Proceedings pending or being contemplated by it or, to its knowledge, threatened against it, (vi) there are no Legal Proceedings that materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction, and (vii) it has knowledge and experience in financial mattersand the electric industry that enable it to evaluate the merits and risks of entering into this Master Agreement and each Transaction. Each Party covenants that it will cause these representations and warranties to be true and correct throughout the term of the Agreement. Further and with respect to Counterparty only, Counterparty represents and warrants to EPMI continuing throughout'the term of this Agreement as follows: (i) all acts necessary to the valid execution and performance of this Agreement, including ,have been duly adopted and all of Counterparty have been duly elected or appointed to in accordance with the Act, (ii) with respect to the contractual obligations hereunder and performance thereof, it is not entitled to claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court, (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets or (e) execution or enforcement of any judgment, (iii) its obligations to make payments hereunder are unsubordinated obligations and such payments are operating and maintenance costs which enjoy first priority of payment at all times' any and all indentures to which it is a party, its constitutional and governing documents and applicabld law, and (iv) its obligations to make payments hereunder do not constitute any kind of indebtedness of Counterparty or create any kind of lien on, or security interest in, any property or revenues of Counterparty which, in either case, is proscribed by any provision of its constitutional and governing documents, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets. 2.2. Covenants. On the Effective Date Counterparty shall provide EPMI (i) certified copies of all documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Counterparty of this Agreement and (ii) an opinion of counsel for Counterparty regarding the validity, binding effect and enforceability of this Agreement in respect of the Act and other applicable law. With respect to each Transaction, Counterparty shall either (i) have created and set aside a special fund pledged to satisfy Counterparty's obligations hereunder. (the "Special Fund") out of which funds shall be paid to satisfy all of Counterparty's obligations for the entire Period of Delivery or (ii) upon execution of this Agreement and prior to the commencement of each subsequent fiscal year of Counterparty during any Period of Delivery, obtain all necessary budgetarycertifications for payment of DLYONSIAGRMnCOLTON2 2