REPRESENTATIONS AND WARRANTIES OF ENTERGY. For all purposes of this Article II, for the avoidance of doubt, TransCo and each other member of the TransCo Group shall be a Subsidiary of Entergy immediately prior to the Effective Time (without giving effect to the Distribution). Entergy hereby represents and warrants to ITC as of the date of this Agreement and as of the Closing Date that, (i) except as set forth in the applicable section (or another section to the extent provided in Section 8.14) of the Entergy Disclosure Letter or (ii) to the extent expressly disclosed in any report, schedule, form or other document filed with, or furnished to, the SEC by Entergy or TransCo and publicly available prior to the date of this Agreement and after January 1, 2009, to the extent that the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on its face (other than any forward-looking disclosures set forth in any risk factor section (except for any disclosure therein related to historical facts), any disclosures in any section relating to forward-looking statements and any other similar disclosures included therein to the extent that they are primarily cautionary in nature):
REPRESENTATIONS AND WARRANTIES OF ENTERGY. Section 2.01 Due Organization, Good Standing and Corporate Power 15 Section 2.02 Authorization of Agreement 15 Section 2.03 Capital Structure 15 Section 2.04 Consents and Approvals; No Violations 16 Section 2.05 Financial Information; Absence of Changes 17 Section 2.06 Information to be Supplied 19 Section 2.07 Litigation 19 Section 2.08 Compliance with Laws; Permits 19 Section 2.09 Contracts 20 Section 2.10 Employees and Employee Benefits; Labor 22 Section 2.11 Title to Transmission Assets; Sufficiency of Assets 24 Section 2.12 Environmental Matters 25 Section 2.13 Taxes 26 Section 2.14 Regulatory 26 Section 2.15 Intellectual Property Related to the Transmission Business 27 Section 2.16 Insurance 27 Section 2.17 Broker’s or Finder’s Fee 28 Section 2.18 Real Property 28 Section 2.19 No Other Representations or Warranties 29 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ENTERGY. Entergy represents and warrants to FPL as follows:
REPRESENTATIONS AND WARRANTIES OF ENTERGY. Entergy represents and warrants as follows:
REPRESENTATIONS AND WARRANTIES OF ENTERGY. Entergy represents to FPL that Entergy has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby. The execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of Entergy, including approval of the Entergy Board of Directors. This Agreement has been duly executed and delivered by Entergy and constitutes a valid and binding agreement of Entergy, enforceable against it in accordance with its terms. During the period from July 30, 2000 to the date of this Agreement, no Entergy Takeover Proposal (as defined in the proviso to Section 5.09(c) of the Merger Agreement) or Entergy Transaction has been solicited by or made known to Entergy or any of its subsidiaries (including any of their respective directors or officers).
REPRESENTATIONS AND WARRANTIES OF ENTERGY. Section 2.01 Due Organization, Good Standing and Corporate Power ....................................14 Section 2.02 Authorization of Agreement ...............................................................................15 Section 2.03 Capital Structure ................................................................................................15 Section 2.04 Consents and Approvals; No Violations .............................................................16 Section 2.05 Financial Information; Absence of Changes .......................................................17 Section 2.06 Information to be Supplied.................................................................................19 Section 2.07 Litigation ...........................................................................................................19 Section 2.08 Compliance with Laws; Permits .........................................................................19 Section 2.09 Contracts............................................................................................................20 Section 2.10 Employees and Employee Benefits; Labor .........................................................21 Section 2.11 Title to Transmission Assets; Sufficiency of Assets............................................24 Section 2.12
