Topic:"Legal Procedures" in M03413

File #59 IJ-S 17-2 - 29.5 If the Parties decide to submit a dispute to arbitration, it shall be carried out pursuant to the Commercial Arbitration Act of Canada. The arbitml award shall be in terms of money only, and shall not include puni...

AI summary The clause outlines arbitration procedures under Canada's Commercial Arbitration Act, specifying that awards are monetary-only, excluding punitive damages. It details the appointment process for arbitrators, requiring joint agreement within 30 days, and cost-sharing arrangements for mediation/arbitration services.

ARTICLE 6 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY - 6.1 Company's Representations and Warranties. The Company hereby represents and warrants to the Purchaser as follows and acknowledge that the Purchaser is relying on such...

AI summary The Company provides representations and warranties regarding its legal status, ownership of assets, and compliance with leases. It confirms it is duly incorporated, has no pending dissolution proceedings, holds valid leases, and is in good standing under Nova Scotia law. The Company asserts it has no outstanding claims, defaults, or disputes related to its assets or leases.

ARTICLE 11 CLOSING ARRANGEMENTS - 11.1 Time and Place of Closing. The completion of the transactions contemplated by this Agreement shall take place at the Time of Closing on the Closing Date, at the offices of the Purchaser in Halifax, No...

AI summary Article 11 outlines closing procedures for asset transfers, detailing documents required from both the Company and Purchaser. The Company must deliver legal documents, asset records, and consents, while the Purchaser must provide NSPI shares and a note. Closing occurs at the Purchaser's Halifax offices or another agreed location.

ARTICLE 12 ARBITRATION - 12.1 Matters Subject to Arbitration. All disputes arising out of this Agreement, its interpretation, performance or breach shall be submitted to binding arbitration in accordance with the Commercial Arbitration Act...

AI summary Article 12 outlines a binding arbitration process for disputes under the agreement, governed by Nova Scotia's Commercial Arbitration Act. It specifies one arbitrator selected mutually by the Company and Purchaser, with fallback to the Supreme Court of Nova Scotia if unresolved. The arbitrator's award is final and binding, with procedural autonomy.

ARTICLE 13 MISCELLANEOUS 13.1 Further Assurances. Each of the parties hereto upon the request of the other party or parties hereto, whether before or after the Time of Closing, shall do, execute, acknowledge and deliver or cause to be done...

AI summary Article 13 outlines procedural requirements for further assurances and notice delivery. Section 13.1 mandates parties to execute documents to complete transactions, while 13.2 specifies notice delivery methods and the Purchaser’s address for correspondence.

siness Day next following the transmission thereof. Any party hereto may change its address for service from time to time by notice given to the other parties hereto in accordance with the foregoing.

AI summary The text outlines a procedural rule allowing any party to the agreement to update their address for service by providing notice to the other parties, as specified in the clause.

9. WAIVER 9.1 The Undersigned hereby waives presentment for payment, notice of protest, demand for payment, notice of non-payment and notice of any other kind. EXECUTED effective the 28th day of May 2010.

AI summary The Undersigned waives presentment for payment, notice of protest, demand for payment, and other notices, executed on May 28, 2010.

10.4 Representations and Warranties of NSPI NSPI represents and warrants to the Seller, and acknowledges that the Seller is relying on such representations and warranties in entering into the PPA: - (a) It has the requisite power~ authorit...

AI summary NSPI provides warranties to the Seller regarding its legal capacity to enter the PPA, the enforceability of the agreement, absence of legal conflicts, no insolvency events, no pending litigation, and compliance with regulatory requirements. These assurances are critical for the Seller's reliance on the PPA's validity and NSPI's obligations.

12.3 NSPI Events of Default Each of the following will constitute an event of default by NSPI ("NSPI Event of Default"): - (a) NSPI fails to make any payment when due (other than a payment which is subject to a bona fide dispute) and the f...

AI summary Section 12.3 outlines events constituting an NSPI Event of Default, including failure to pay, insolvency, dissolution without proper PPA assignment, breaches of section 13.3, and material breaches affecting the Seller's rights under the PPA. Remedies include cure periods of 10–90 days depending on the breach.

tically tern1inate effective immediately before the occurrence of such NSPI Event of Default and the obligations of the Seller under the PPA shall be deemed suspended after the Early Termination Date. - (c) If a NSPI Event of Default occur...

AI summary The section outlines remedies available to the Seller upon NSPI's default under the PPA, including immediate termination, suspension of obligations, and claims for lost economic benefits. The Seller may offset payments and recover losses via commercially reasonable mitigation measures, with specific conditions tied to energy output thresholds.

fected Party has not applied for or assisted in the application for and has used commercially reasonable efforts to oppose said order, judgement, legislation, ruling or direction, DOCSTOR: 14-1H~26\1

AI summary The text outlines a party's opposition to legal actions, stating they have not applied for or assisted in the application and have used commercially reasonable efforts to oppose orders, judgments, legislation, rulings, or directions. A DOCSTOR reference is provided.

terms and conditions contained in the Purchase Agreement, subject to all changes, revisions, deletions or additions necessary to reflect the state of the Pmties, the Optioned Assets and the Project as ofthe Option Closing Date, including w...

AI summary The text outlines the terms and conditions of a Purchase Agreement, including the calculation of the Option Purchase Price for Optioned Assets, which encompasses all payments and costs incurred by the Licensor up to the Option Closing Date. It also notes the necessity to revise terms to comply with Section 85 of the Income Tax Act (Canada).

ARTICLE 7 REPRESENTATIONS AND WARRANTIES - 7.1 Licensor's Representation and Warranties. The Licensor represents and warrants that: - (a) the Licensor is duly incorporated and validly subsisting under the laws of Nova Scotia and no proceed...

AI summary The Licensor and Licensee make legal representations regarding corporate status, authority to enter agreements, ownership of assets, and absence of conflicting obligations. Both parties assert compliance with legal requirements and confirm no breaches of existing agreements related to the transaction.

9. Execution by Electronic Transmission The signature of any of the parties hereto may be evidenced by a facsimile, scanned email or internet transmission copy of this Agreement bearing such signature.

AI summary The section allows for electronic execution of the agreement via facsimile, email, or internet transmission, with the signature being evidenced by these methods.

10. Counterparts This Agreement may be signed in one or more counterparts, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Notwithstanding the date of...

AI summary The agreement permits execution in multiple counterparts, each considered an original. Signatories include Nova Scotia Power Incorporated and 3240384 Nova Scotia Limited, with officials Stephen Aftanas, Mark Savory, and Robert R. Bennett.

PROVINCE OF NOVA SCOTIA ) COUNTY OF HALIFAX ) I CERTIFY that on the day of May, 2010 NOVA SCOTIA POWER INCORPORATED, one of the parties hereto, caused the foregoing Indenture to be executed in its name and on its behalf by its proper offic...

AI summary A certification dated May 2010 confirms that Nova Scotia Power Incorporated executed an Indenture through its proper officer(s) in the presence of a Barrister of the Supreme Court of Nova Scotia. The document is part of a legal proceeding involving the company's compliance with regulatory requirements.

9. WAIVER 9.1 The Undersigned hereby waives presentment for payment, notice of protest, demand for payment, notice of non-payment and notice of any other kind. EXECUTED effective the 28th day of May 2010.

AI summary The Undersigned waives presentment for payment, notice of protest, demand for payment, notice of non-payment, and other notices, executed on May 28, 2010.

GC 6 THE DEVELOPER'S RIGHT TO PERFORM WORK OR STOP THE WORK OR TERMINATE CONTRACT FOR DEFAULT - 6.1 The occurrence of anyone 01' more of the following events shall constitute a Default by the CONTRACTOR under this Contract but shall not be...

AI summary This section outlines conditions constituting a contractor's default under the contract, including failure to comply with arbitration awards, obligations, or insolvency proceedings. Remediation periods and developer discretion in determining cure timelines are specified, with termination rights reserved if defaults remain unremedied.

5.1.2 Alternate Option If the dates designated by Interconnection Customer are acceptable to Transmission Provider, the Transmission Provider shall so notifY Interconnection Customer within 30 Calendar Days, and shall assume responsibility...

AI summary The Transmission Provider must complete interconnection facilities by dates set by the Interconnection Customer, with liquidated damages applicable for delays unless RTO/ISO clearance refusals extend deadlines. Network upgrades must align with milestones in Appendix B, with trial operation and commercial operation dates tied to compliance.

18.1.1 Indemnified Person If an indemnified person is entitled to indemnification under this Article 18 as a result of a claim by a third party, and the indemnifying Party fails, after notice and reasonable opportunity to proceed under Art...

AI summary This section outlines the rights of an indemnified person to contest, settle, or pay a third-party claim if the indemnifying party fails to defend it after proper notice. The indemnified person may take these actions at the indemnifying party's expense.

18.1.3 Indemnity Procedures Promptly after receipt by an indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 1...

AI summary This section outlines procedures for indemnification between parties, requiring prompt notification of claims, allowing the indemnifying party to control defense with approved counsel, and granting the indemnified party rights to separate counsel if legal defenses differ. The indemnifying party cannot control defense if criminal liability or conflicts of interest arise and must obtain consent before settling.

ARTICLE 20. SEVERABILITY

AI summary Article 20 addresses severability, ensuring that if any provision of a contract or regulation is deemed invalid, the remaining provisions remain enforceable. This clause is critical in regulatory proceedings to maintain the integrity of agreements despite potential legal challenges to specific terms.

22.1.9 Remedies The Parties agree that monetary damages would be inadequate to compensate a Party for the other Party's Breach of its obligations under this Article 22. Each Party accordingly agrees that the other Party shall be entitled t...

AI summary The parties agree that monetary damages are inadequate for breaches under Article 22, allowing equitable relief (e.g., injunctions) without bond or proof of damages. They acknowledge covenants are necessary for legitimate business interests and are reasonable. No liability for indirect, incidental, or consequential damages.

26.2 Responsibility of Principal The creation of any subcontract relationship shall not relieve the hiring Party of any of its obligations under this OIA. The hiring Party shall be fully responsible to the other Party for the acts or omiss...

AI summary The hiring party remains fully responsible for subcontractors' actions under the OIA, with the Transmission Provider not liable for the Interconnection Customer's obligations under Article 5. This ensures accountability for obligations regardless of subcontracting arrangements.

27.1 Submission In the event either Party has a dispute, or asserts a claim, that arises out of or in connection with this GIA or its performance, such Party (the "disputing Party") shall provide the other Party with written notice of the...

AI summary The submission outlines a dispute resolution process under a Generator Interconnection Agreement (GIA), requiring written notice, informal resolution attempts by senior representatives, and arbitration if unresolved within 30 days. Parties retain legal remedies if arbitration is not agreed upon.

c. with respect to the Permits as follows: - (ii) each has been duly obtained or made, were validly issued to or assigned to the Assignee, are in full force and effect, are final and not subject to modification or appeal and all appeal per...

AI summary The document outlines conditions for the assignment of permits, ensuring their validity, compliance with requirements, and absence of adverse events. It includes clauses on governing law (Nova Scotia/Canada), enforceability, and execution in counterparts. Key parties include Nova Scotia Power Incorporated and 3240384 NOVA SCOTIA LIMITED.

REDACTED Request IR-1: Please provide a chronology of major events for this project, starting with the 2007 RFP up to the present. Include in your response the legal entities who participated in this event, e.g. NSPI, NSPI affiliates, thir...

AI summary The Digby Wind Project chronology details its development from a 2007 RFP, involving SkyPower Corp., Scotian Windfields Inc., and NSPI. Key events include the 2009 CCAA restructuring of SkyPower, asset sales, and NSPI's acquisition of SkyPower's interest. The project's legal entities and ownership structure are outlined, with Emera later assuming the purchaser role.

om the seller to the extent that such penalty is attributable to a failure by the seller's facility to produce the energy contracted for during any 12-month period (again excluding extraneous events). The combination of these provisions co...

AI summary The text argues that Independent Power Producers (IPPs) should bear the risk of project delays and production shortfalls, as they control construction and operations. NSPI is legally obligated to meet renewable energy targets by purchasing from IPPs, and contractual liability for penalties is not contingent on due diligence. Proponents' concerns about due diligence as a defense are dismissed as commercially unrealistic.

registry system; and (iii) the Claims, if any, of any governmental department or agency, federal or provincial, for remittances or payments on account of taxes, sales taxes, goods and services taxes or other statutory remittances of the De...

AI summary The court orders the discharge of all encumbrances affecting the Purchased Assets, including tax-related claims by governmental departments and agencies, as well as those listed in Schedule C. This expunges these obligations from the assets, ensuring they are no longer subject to such claims.

ONTARIO SUPERIOR COURT OF .JUSTICE (COMMERCIAL LIST} Proceeding commenced at Toronto

AI summary The proceeding is listed under the Ontario Superior Court of Justice (Commercial List), with the commencement location noted as Toronto. No further details about the case, parties, or issues are provided in the text.

BORDEN LADNER GERVAIS LLP Barristers and Solicitors Scotia Plaza, 40 King Street West Toronto, Ontario M5H 3Y4 .. ':,' .... Michael J. MacNaughton TeL: (416) 367-6646 Fax: (416) 682-2837 LSUC # 25889U Roger Jaipargas Tel: (416) 367-6266 Fa...

AI summary NSPI entered a 20-year PPA with Skypower for a 30 MW Digby wind farm. After Skypower's bankruptcy under CCAA, NSPI's affiliate acquired the project. NSPI argues this acquisition preserves the project, avoiding higher costs from future competitive solicitations and ensuring customer benefits.

- 8.2 Delay. No delay or omission of a Party to exercise any right or power accruing upon default ofthe other Party shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein a...

AI summary This section outlines various legal provisions in an agreement, including provisions on delay, modification, severability, entire agreement, governing law, assignment, and execution in counterparts. These clauses define the legal framework and enforceability of the agreement between the parties.

- 7.7 Additional requirements shall apply to all "Large Transactions" with affiliates, which consist of those that meet the following criteria: - (a) One-time transactions with a value of$500,000 or more; - (b) Periodic, related transactio...

AI summary The text outlines requirements for 'Large Transactions' involving Nova Scotia Power Inc. (NSPI) and its affiliates, including definitions of what constitutes a large transaction and detailed procedures NSPI must follow, such as cost analyses and documentation of third-party solicitations.

Findings [69] Section 2.2 of the Code requires that an affiliate transaction be "... demonstrated through sound, documented analysis to be the best available option". Other sections of the Code, for example, the fair dealing guidelines of...

AI summary The document discusses the requirements under Section 2.2 of the Code for affiliate transactions, emphasizing the need for sound, documented analysis to demonstrate that such transactions are the best available option. It also highlights that the analysis must be contemporaneous with the decision and include sufficient reasons, particularly for large transactions like the DWP.

Findings [92] In its Reply Submission, NSPI addressed the CA's statement that the EUS contract price was "... simply matching ..." the CBCL revised estimate. NSPI made it clear that the revised CBCL estimate was prepared well after the EUS...

AI summary The Board found that NSPI's EUS contract price was the best available option despite the lack of competitive solicitation and non-compliance with documentation requirements under the Code. The Board emphasized that the result was due to favorable economics and compliance with RES standards, not an endorsement of the non-compliant process.

Reference, Application - a. Page 4, line 11, where and how will the ecoENERGY benefit be credited? - b. Page 4, line 14, on what basis does the Company state that "The Project will qualify for inclusion in the Company's 2013 RES portfolio....

AI summary This document contains a series of questions raised in a regulatory proceeding regarding the Digby Wind Project. The questions pertain to financial aspects, contract details, legal compliance, and project specifics such as leases, easements, and cost allocations.

Findings [92] In its Reply Submission, NSPI addressed the CA's statement that the EUS contract price was "... simply matching ..." the CBCL revised estimate. NSPI made it clear that the revised CBCL estimate was prepared well after the EUS...

AI summary The Board examined NSPI's compliance with the Code regarding the EUS contract price and found that while the price was the best available option due to favorable economics and ecoEnergy funding, the process used did not comply with the Code. The lack of competitive solicitation and incomplete documentation were noted as issues.

VI SUMMARY OF FINDINGS [161] In general, the Board finds that the acquisition of the DWP by NSPI from 324 NSL is necessary, subject to a disallowance of a $1 million bonus payment to EUS due to non-compliance with the Code and inadequate e...

AI summary The Board finds that the acquisition of the DWP by NSPI from 324 NSL is necessary, despite non-compliance with the Code in the construction contract between 324 NSL and EUS. The Board also approves the contract with EUS for transmission interconnection and accepts the economic analysis provided by NSPI, subject to cost reductions.