REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller, Seller hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. 10 Section 4.1 Organization 10 Section 4.2 No Conflicts; Consents and Approvals 10 Section 4.3 Capitalization 11 Section 4.4 Business; Title to Assets 11 Section 4.5 Bank Accounts 11 Section 4.6 Subsidiaries 11 Section 4.7 Legal Proceedings 12 Section 4.8 Compliance with Laws and Orders 12 Section 4.9 Liabilities 12 Section 4.10 Taxes 12 Section 4.11 Regulatory Status 13 Section 4.12 Contracts 14 TABLE OF CONTENTS (continued) Page Section 4.13 Real Property 15 Section 4.14 Permits 15 Section 4.15 Environmental Matters 16 Section 4.16 Intellectual Property 16 Section 4.17 Brokers 17 Section 4.18 Employees and Labor Matters 17 Section 4.19 Employee Benefits 17 Section 4.20 Financial Statements 17 Section 4.21 Absence of Certain Changes 18 Section 4.22 Related Party Transactions 18 Section 4.23 Insurance 18 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 18 Section 5.1 Organization 18 Section 5.2 Authority 18 Section 5.3 No Conflicts; Consents and Approvals 18 Section 5.4 Legal Proceedings 19 Section 5.5 Compliance with Laws and Orders 19 Section 5.6 Brokers 19 Section 5.7 Acquisition as Investment 19 Section 5.8 Financial Resources 20 Section 5.9 No Conflicting Contracts 20 Section 5.10 Opportunity for Independent Investigation 20 Section 5.11 Buyer Benefit Plans 20 Section 5.12 Regulatory Status 20 Section 5.13 Ownership in ERCOT 20 ARTICLE VI COVENANTS 21 Section 6.1 Regulatory and Other Approvals 21 Section 6.2 Access of Buyer 23 Section 6.3 Certain Restrictions 24 Section 6.4 Use of Certain Names 26 Section 6.5 Support Obligations 26 Section 6.6 Excluded Items 27 Section 6.7 Employee and Employee Benefit Matters 28 TABLE OF CONTENTS (continued) Page Section 6.8 Termination of Certain Services, Excluded Contracts and Other Affiliate Transactions 28 Section 6.9 Spare Parts 29 Section 6.10 Insurance 29 Section 6.11 Casualty 29 Section 6.12 Condemnation 30 Section 6.13 Transfer Taxes 31 Section 6.14 Tax Matters 31 Section 6.15 Appointment of Primary Representatives 34 Section 6.16 Updating; Notification of Certain Matters 34 Section 6.17 Announcements 35 Section 6.18 Further Assurances 35 Section 6.19 Reserved 35 Section 6.20 Qualified Scheduling Entity 35 Section 6.21 Exclusivity 35 Section 6.22 Additional Assets Contribution 36 Section 6.23 Xxxxxx Rotor 36 Section 6.24 Gas Supply Agreement 36
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller with respect to each Acquired Companies Annex, as applicable, Seller hereby represents and warrants to Purchaser with respect to each of the Acquired Companies described in such Acquired Companies Annex:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Each Seller hereby jointly and severally represents and warrants to Purchaser as of the date hereof that:
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Section 4.1 Due Organization and Good Standing 24 Section 4.2 Capital Structure 24 Section 4.3 Financial Statements; No Undisclosed Liabilities 25 Section 4.4 Legal Proceedings 26 Section 4.5 Taxes 26 Section 4.6 Acquired Companies’ Contracts 29 Section 4.7 Compliance With Law 32 Section 4.8 Employees and Employee Benefit Plans 32 Section 4.9 Labor 34 Section 4.10 Personal Property; Sufficiency of Assets 34 Section 4.11 Real Property 34 Section 4.12 Environmental Matters 37 Section 4.13 Intellectual Property 38 Section 4.14 Affiliate Transactions 39 Section 4.15 Insurance 40 Section 4.16 Absence of Certain Changes 40 Section 4.17 Hedging 40 Section 4.18 Indebtedness; Credit Support Arrangements; Outstanding Payment Obligations 41 Section 4.19 Foreign Corrupt Practices Act 41 Section 4.20 Officers and Managers; Bank Accounts 41 Section 4.21 Turbine Warranties 41 Section 4.22 Regulatory Reporting 43 Section 4.23 Project Acquisitions 43 Section 4.24 No Other Representations 44 ARTICLE V
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. ACQUIRED ASSETS AND THE BUSINESS 31 Section 5.01 Incorporation and Authority of the Acquired Companies 31
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Section 4.9 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Section 4.15 Section 4.16 Section 4.17 Section 4.18 Section 4.19 Section 4.20 Section 4.21 Section 4.22 Section 4.23 Section 4.24 Section 4.25 Section 4.26 Existence and Qualification No Conflicts Capitalization No Subsidiaries Litigation Financial Statements Absence of Certain Changes Taxes Compliance with Laws; Permits Contracts Environmental Matters Intellectual Property Liability for Brokers’ Fees Sufficiency of Assets Real Property Insurance Labor Relations Employee Benefit Plans Books and Records No Bankruptcy Transactions with Interested Persons Inventory Tangible Personal Property. Bank Accounts. Accounts and Notes Receivable. Liabilities Since Financial Statements Date
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. 10 4.1 Organization of the Company; Subsidiaries. ........................................................ 10 4.2 Capitalization ........................................................................................................ 11 4.3
REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as disclosed in the Seller Disclosure Schedule, Medley hereby represents and warrants to Buyer as follows: 4.1
