Examples of U.S. Hydro Project Company in a sentence
The minute books of each U.S. Hydro Project Company, as previously made available to the U.S. Hydro Buyer and its representatives, includes accurate records of all actions of the partners, managers, members, board of directors (and committees thereof) and shareholders, where applicable, of such U.S. Hydro Project Company.
All Taxes payable by or due from such U.S. Hydro Project Company have been fully paid or adequately disclosed and fully provided for in the books and financial statements of such U.S. Hydro Project Company.
Copies of the Governing Documents of each U.S. Hydro Project Company have been heretofore made available to Buyers and are accurate and complete.
Except as set forth in Schedule 5.11, no U.S. Hydro Project Company has received a written notice from any Governmental Authority of any pending or threatened proceeding to condemn or take by power of eminent domain or otherwise, by any Governmental Authority, all or any part of such U.S. Hydro Project Company’s Projects, that could reasonably be expected to have a Material Adverse Effect.
There are no outstanding Stock Acquisition Rights for securities of any such U.S. Hydro Project Company other than the Stock Acquisition Rights provided to the U.S. Hydro Buyer as contemplated by this Agreement.
The books of account and other financial records of such U.S. Hydro Project Company, which have been made available to the U.S. Hydro Buyer, are complete and correct in all material respects and represent actual, bona fide transactions.
Each U.S. Hydro Project Company has delivered a Company Balance Sheet to the U.S. Hydro Buyer.
Except as set forth in Schedule 5.12, since the Balance Sheet Date, such U.S. Hydro Project Company has not made any equity distribution to any U.S. Hydro Seller or paid any other returns of or on the capital investment of any U.S. Hydro Seller in such U.S. Hydro Project Company (except for the distribution of the National Grid Note).
Each U.S. Hydro Project Company is duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires it to be qualified, except for jurisdictions where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Except for the Permitted Encumbrances, including the matters set forth in Schedule 5.3(a), each U.S. Hydro Project Company has good and insurable title to the real property described in the Title Commitments, together with easements and other rights appurtenant thereto, and to the Improvements situated thereon, and other Assets identified as owned by it herein, except where failure to have such title would not reasonably be expected to have a Material Adverse Effect.