REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. The Acquired Companies represent and warrant to the Buyer on the date hereof, subject to the Acquired Companies’ Disclosure Schedules (as defined below), that the statements in this Section 3 are true and correct. “Acquired Companies’ Disclosure Schedules” means the disclosure schedules prepared and delivered to Buyer by the Acquired Companies and attached to this Agreement. The Acquired Companies’ Disclosure Schedules will be lettered and numbered so as to correspond to the respective lettered and numbered sections and subsections contained in Section 3 of this Agreement.
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. 30 Section 4.01
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Seller hereby represents and warrants to Buyer (except as set forth in the corresponding section or subsection of the Seller Disclosure Schedules or as expressly provided by Section 10.04) as of the Execution Date and the Closing Date (except to the extent that a representation or warranty is made expressly as of a specified date, in which case such representation or warranty shall be deemed to be made only as of such date) as follows: Section 4.01
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, and acknowledges and confirms that Purchaser is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement, provided however that if a representation and warranty speaks only to a specific date, it need only have been true and correct as at that date:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules, each LAC Owner (solely with respect to LAC), each LCA Owner (solely with respect to LCA), and each LCC Owner (solely with respect to LCC) hereby represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. 36 Section 4.01 Legal Existence 36 Section 4.02 Authority 36 Section 4.03 No Conflicts 36 Section 4.04 Governmental or Regulatory Approvals; Filings 37 Section 4.05 The Acquired Companies: Capitalization 37 Section 4.06 Financial Statements and Condition 38 Section 4.07 No Undisclosed Liabilities 38 Section 4.08 Absence of Changes 38 Section 4.09 Compliance with Laws 39 Section 4.10 Legal Proceedings 39 Section 4.11 Real Property 39 Section 4.12 Personal Property 42 Section 4.13 Intellectual Property 42 Section 4.14 Company Contracts 44 Section 4.15 Taxes 46 Section 4.16 Employee Matters 48 Section 4.17 Insurance 52 Section 4.18 Environmental Matters 52 Section 4.19 Permits 53 Section 4.20 Brokers 54 Section 4.21 Sufficiency of Assets 54 Section 4.22 Accounts Receivable 54 Section 4.23 Bank Accounts 54 Section 4.24 Anti-Money Laundering 54 Section 4.25 Indebtedness; Hedging Arrangement 55 Section 4.26 NRG Purchase Agreement 55 Section 4.27 Energy Regulatory Status 56 Section 4.28 Support Obligations 56
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Sellers hereby, jointly and severally, represent and warrant to Purchasers that the statements contained in this Article IV are true and correct as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Except as set forth in the Disclosure Schedules, Parent hereby represents or warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES AS TO THE ACQUIRED COMPANIES. Each Seller, severally and not jointly, hereby represents and warrants to Buyer (except as set forth in the Sellers Disclosure Schedules), solely with respect to itself (and not any other Seller) as of the Execution Date and the Closing Date (except to the extent that a representation or warranty is made expressly as of a specified date, in which case such representation or warranty shall be deemed to be made only as of such date) as follows:
