Common use of HoldCo and the Subsidiaries Clause in Contracts

HoldCo and the Subsidiaries. (a) HoldCo and each Subsidiary (except for Goat Wind, LP) is a limited liability company validly existing and in good standing under the Laws of the state specified as the jurisdiction of organization on Schedule 3.09(a) and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. Goat Wind, LP is a limited partnership validly existing and in good standing under the Laws of the State of Texas. HoldCo and each Subsidiary is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Schedule 3.09(a) of the Disclosure Schedules, which are the only jurisdictions in which the ownership, use or leasing of HoldCo’s assets or the Subsidiaries’ assets, or the conduct or nature of their business, makes such qualification, licensing or admission necessary, except in those jurisdictions where the failure to be so qualified, licensed or admitted to do business would not reasonably be expected to result in a Material Adverse Effect. (b) All of the issued and outstanding Class B Interests of HoldCo are owned directly, beneficially and of record by Seller free and clear of all Liens, except as set forth on Schedule 3.09(b)(i). The issued and outstanding equity interests of each Subsidiary are owned directly, beneficially and of record by the party and in the amount set forth in Schedule 3.09(b)(ii) as the owner thereof (the “Owner”), which Owner is either HoldCo or another Subsidiary, except those interests that are held by the Persons who are not HoldCo or any Subsidiary, which interests are held by the parties and in such amounts as set forth in Schedule 3.09(b)(iii). All of the issued and outstanding equity interests held by the owner of each Subsidiary and HoldCo, as applicable, are held directly free and clear of all Liens except as set forth in Schedule 3.09(b)(iv). All of the equity interests of HoldCo and each Subsidiary have been duly authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with federal and state securities laws. (c) Except as set forth in Schedule 3.09(c), Seller has, prior to the execution of this Agreement, delivered to Purchaser true and complete copies of the Constitutive Documents of HoldCo and each Subsidiary as in effect on the date hereof. (d) There are no and have not been any material violations or breaches by Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, to the Constitutive Documents. None of Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, has given or received notice or other communication regarding any actual, alleged, possible or potential material violation or material breach of any Constitutive Document since the Acquisition Closing Date. (e) There are no outstanding Options issued or granted by, or binding upon, HoldCo or any Subsidiary for any Person to purchase or sell or otherwise acquire or dispose of any equity interest or other security or interest in HoldCo or any Subsidiary, other than Purchaser’s rights under this Agreement. Except as set forth on Schedule 3.09(e), none of the Acquired Interests or the membership interests of the Subsidiaries are subject to any voting trust or voting trust agreement, voting agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy. (f) Except as set forth in Section 3.09(b) and as set forth on Schedule 3.09(f) of the Disclosure Schedules, neither HoldCo nor the Subsidiaries have any subsidiaries, equity interests, interests in joint ventures or general or limited partnerships or other investment or portfolio assets of a similar nature. (g) Except as set forth on Schedule 3.09(g), neither HoldCo nor the Subsidiaries conduct (i) any business other than the development, ownership, operation and management of the Facilities or (ii) any operations other than those incidental to the ownership, operation, and management of the Facilities. (h) The books and records of HoldCo and the Subsidiaries are (i) in all material respects, accurate and complete and have been maintained in accordance with good business practices and (ii) state in reasonable detail and accurately and fairly reflect the activities and transactions of HoldCo and the Subsidiaries. (i) The execution and delivery by Seller of the Assignment of Membership Interests will transfer to Purchaser good, valid and marketable title to the Acquired Interests, free and clear of all Liens, except as set forth in Schedule 3.09(i).

HoldCo and the Subsidiaries. (a) HoldCo and each Subsidiary (except for Goat Wind, LP) is a of the Subsidiaries are limited liability company companies validly existing and in good standing under the Laws of the state specified as the jurisdiction State of organization on Schedule 3.09(a) Delaware, and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. Goat Wind, LP is a limited partnership validly existing and in good standing under the Laws of the State of Texas. HoldCo and each Subsidiary is of the Subsidiaries are duly qualified, licensed or admitted to do business and is are in good standing in those jurisdictions specified in Schedule 3.09(a) of the Disclosure Schedules, which are the only jurisdictions in which the ownership, use or leasing of HoldCo’s assets or the Subsidiaries’ any Subsidiary’s assets, or the conduct or nature of their its business, makes such qualification, licensing or admission necessary, except in those jurisdictions where the failure to be so qualified, licensed or admitted to do business would not reasonably be expected to result in have a Material Adverse Effect. (b) All of the issued and outstanding Class B Interests membership interests of HoldCo are owned directly, beneficially and of record by Seller free and clear of all Liens, except as set forth on in Schedule 3.09(b)(i3.09(b). The All of the issued and outstanding equity membership interests of each Subsidiary West Holdings are owned directly, beneficially and of record by the party HoldCo free and in the amount set forth in Schedule 3.09(b)(ii) as the owner thereof (the “Owner”), which Owner is either HoldCo or another Subsidiaryclear of all Liens, except those interests that are held by the Persons who are not HoldCo or any Subsidiary, which interests are held by the parties and in such amounts as set forth in Schedule 3.09(b)(iii3.09(b). All of the issued and outstanding equity membership interests held of ESEC are owned directly, beneficially and of record by the owner of each Subsidiary and HoldCo, as applicable, are held directly West Holdings free and clear of all Liens Liens, except as set forth in on Schedule 3.09(b)(iv3.09(b). All of the equity membership interests of HoldCo each of HoldCo, West Holdings and each Subsidiary ESEC have been duly authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with federal and state securities laws. (c) Except as set forth The name of each director and officer (or similar positions) of HoldCo and each of the Subsidiaries, and the position with HoldCo or the Subsidiary held by each, are listed in Schedule 3.09(c), ) of the Disclosure Schedules. (d) Seller has, prior to the execution of this Agreement, delivered to Purchaser true and complete copies of the Constitutive Documents of HoldCo and each Subsidiary of the Subsidiaries as in effect on the date hereof. (d) There are no and have not been any material violations or breaches by Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, to the Constitutive Documents. None of Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, has given or received notice or other communication regarding any actual, alleged, possible or potential material violation or material breach of any Constitutive Document since the Acquisition Closing Date. (e) There are no outstanding Options issued or granted by, or binding upon, HoldCo or any Subsidiary of the Subsidiaries for any Person to purchase or sell or otherwise acquire or dispose of any equity interest or other security or interest in HoldCo or any Subsidiaryof the Subsidiaries, other than Purchaser’s rights under this Agreement. Except as set forth on Schedule in Section 3.09(e), none of the Acquired Interests or the membership interests of the Subsidiaries are subject to any voting trust or voting trust agreement, voting agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy. (f) Except as set forth in Section 3.09(b) for the Subsidiaries and as set forth on Schedule 3.09(f) of the Disclosure Schedules, neither HoldCo nor any of the Subsidiaries have any subsidiaries, equity interests, interests in joint ventures or general or limited partnerships or other investment or portfolio assets of a similar nature. (g) Except as set forth on Schedule 3.09(g), neither Neither HoldCo nor any of the Subsidiaries conduct (i) any business other than the development, ownership, operation and management of the Facilities Facility or (ii) any operations other than those incidental to the ownership, operation, and management of the FacilitiesFacility. (h) The books and records of HoldCo and each of the Subsidiaries are (i) in all material respects, respects accurate and complete and have been maintained in accordance with good business practices and (ii) state in reasonable detail and accurately and fairly reflect the activities and transactions of HoldCo and the Subsidiaries. (i) The execution and delivery by Seller of the Assignment of Membership Interests will transfer to Purchaser good, valid and marketable title to the Acquired Interests, free and clear of all Liens, except as set forth in Schedule 3.09(i).

HoldCo and the Subsidiaries. (a) HoldCo and each Subsidiary (except for Goat Wind, LP) is a limited liability company validly existing and in good standing under the Laws of the state specified as the jurisdiction State of organization on Schedule 3.09(a) Delaware and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. Goat Wind, LP is a limited partnership validly existing and in good standing under the Laws of the State of Texas. HoldCo and each Subsidiary is duly qualified, licensed or admitted to do business and is are in good standing in those jurisdictions specified in Schedule 3.09(a) of the Disclosure Schedules, which are the only jurisdictions in which the ownership, use or leasing of HoldCo’s assets or the Subsidiaries’ assets, or the conduct or nature of their business, makes such qualification, licensing or admission necessary, except in those jurisdictions where the failure to be so qualified, licensed or admitted to do business would not reasonably be expected to result in a Material Adverse Effect. (b) All of the issued and outstanding Class B Interests membership interests of HoldCo are owned directly, beneficially and of record by Seller free and clear of all Liens, except as set forth on Schedule 3.09(b)(i3.09(b). The All of the issued and outstanding equity membership interests of each Subsidiary Walnut Creek II are owned directly, beneficially and of record by the party HoldCo free and in the amount set forth in Schedule 3.09(b)(ii) as the owner thereof (the “Owner”), which Owner is either HoldCo or another Subsidiaryclear of all Liens, except those interests that are held by the Persons who are not HoldCo or any Subsidiary, which interests are held by the parties and in such amounts as set forth in Schedule 3.09(b)(iii3.09(b). All of the issued and outstanding equity membership interests held of Walnut Creek are owned directly, beneficially and of record by the owner of each Subsidiary and HoldCo, as applicable, are held directly Walnut Creek II free and clear of all Liens Liens, except as set forth in Schedule 3.09(b)(iv3.09(b), and all of the issued and outstanding membership interests of Huntington Beach and WC Energy are owned directly, beneficially and of record by Walnut Creek free and clear of all Liens, except as set forth in Schedule 3.09(b). All of the equity membership interests of HoldCo and each Subsidiary have been duly authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with federal and state securities laws. (c) Except as set forth The name of each director and officer (or similar positions) of HoldCo and each Subsidiary, and the position with HoldCo or such Subsidiary held by each, are listed in Schedule 3.09(c), ) of the Disclosure Schedules. (d) Seller has, prior to the execution of this Agreement, delivered to Purchaser true and complete copies of the Constitutive Documents of HoldCo and each Subsidiary as in effect on the date hereof. (d) There are no and have not been any material violations or breaches by Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, to the Constitutive Documents. None of Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, has given or received notice or other communication regarding any actual, alleged, possible or potential material violation or material breach of any Constitutive Document since the Acquisition Closing Date. (e) There are no outstanding Options issued or granted by, or binding upon, HoldCo or any Subsidiary for any Person to purchase or sell or otherwise acquire or dispose of any equity interest or other security or interest in HoldCo or any Subsidiary, other than Purchaser’s rights under this Agreement. Except as set forth on Schedule in Section 3.09(e), none of the Acquired Interests or the membership interests of the Subsidiaries are subject to any voting trust or voting trust agreement, voting agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy. (f) Except as set forth in Section 3.09(b) and as set forth on Schedule 3.09(f) of the Disclosure Schedules, neither HoldCo nor the Subsidiaries have any subsidiaries, equity interests, interests in joint ventures or general or limited partnerships or other investment or portfolio assets of a similar nature. (g) Except as set forth on Schedule 3.09(g), neither HoldCo nor the Subsidiaries conduct (i) any business other than the development, ownership, operation and management of the Facilities Facility or (ii) any operations other than those incidental to the ownership, operation, and management of the FacilitiesFacility. (h) The books and records of HoldCo and the Subsidiaries are (i) in all material respects, accurate and complete and have been maintained in accordance with good business practices and (ii) state in reasonable detail and accurately and fairly reflect the activities and transactions of HoldCo and the Subsidiaries. (i) The execution and delivery by Seller of the Assignment of Membership Interests will transfer to Purchaser good, valid and marketable title to the Acquired Interests, free and clear of all Liens, except as set forth in Schedule 3.09(i).

HoldCo and the Subsidiaries. (a) HoldCo Holdco and each Subsidiary (except for Goat Wind, LP) is a limited liability company validly existing and in good standing under the Laws of the state specified as the jurisdiction of organization on Schedule 3.09(a) Delaware and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. Goat Wind, LP is a limited partnership validly existing and in good standing under the Laws of the State of Texas. HoldCo Holdco and each Subsidiary is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Schedule 3.09(a) of the Disclosure Schedules, which are the only jurisdictions in which the ownership, use or leasing of HoldCoHoldco’s assets or the Subsidiaries’ assets, or the conduct or nature of their business, makes such qualification, licensing or admission necessary, except in those jurisdictions where the failure to be so qualified, licensed or admitted to do business would not reasonably be expected to result in a Material Adverse Effect. (b) All of the issued and outstanding Class B Rattlesnake Interests of HoldCo are owned directly, beneficially and of record by Seller free and clear of all Liens, except as set forth on Schedule 3.09(b)(i) of the Disclosure Schedules. Except as set forth on Schedule 3.09(b)(ii). The , all of the issued and outstanding equity interests of each Subsidiary Class B Investor are owned directly, beneficially and of record by the party and in the amount set forth in Schedule 3.09(b)(ii) as the owner thereof (the “Owner”)Holdco, which Owner is either HoldCo or another Subsidiary, except those interests that are held by the Persons who are not HoldCo or any Subsidiary, which interests are held by the parties and in such amounts as set forth in Schedule 3.09(b)(iii). All all of the issued and outstanding equity interests held of TE Holdco are owned directly, beneficially and of record by Class B Investor, and all of the owner issued and outstanding equity interests of the Project Company are owned directly, beneficially and of record by TE Holdco, in each Subsidiary and HoldCo, as applicable, are held directly case free and clear of all Liens except as set forth in Schedule 3.09(b)(iv)3.09(b)(iii) of the Disclosure Schedules. All of the equity interests of HoldCo Holdco and each Subsidiary have been duly authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with federal and state securities laws. (c) Except as set forth The name of each director and officer (or similar positions) of Holdco and each Subsidiary, and the position with Holdco or such Subsidiary held by each, are listed in Schedule 3.09(c), ) of the Disclosure Schedules. (d) Seller has, prior to the execution of this Agreement, delivered to Purchaser true and complete copies of the Constitutive Documents of HoldCo Holdco and each Subsidiary as in effect on the date hereof. (d) There are no and have not been any material violations or breaches by Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, to the Constitutive Documents. None of Seller, HoldCo, any Subsidiary or, to the Knowledge of Seller, any other party, has given or received notice or other communication regarding any actual, alleged, possible or potential material violation or material breach of any Constitutive Document since the Acquisition Closing Date. (e) There are no outstanding Options issued or granted by, or binding upon, HoldCo Holdco or any Subsidiary for any Person to purchase or sell or otherwise acquire or dispose of any equity interest or other security or interest in HoldCo Holdco or any Subsidiary, other than Purchaser’s rights under this AgreementAgreement and as set forth in the ECCA. Except as set forth on in Schedule 3.09(e), none of the Acquired Interests or the membership interests of the Subsidiaries are subject to any voting trust or voting trust agreement, voting agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy. (f) Except as set forth in Section 3.09(b) and as set forth on Schedule 3.09(f) of the Disclosure Schedules, neither HoldCo Holdco nor the Subsidiaries have any subsidiaries, equity interests, interests in joint ventures or general or limited partnerships or other investment or portfolio assets of a similar nature. (g) Except as set forth on Schedule 3.09(g)) of the Disclosure Schedules, neither HoldCo Holdco nor the Subsidiaries conduct (i) any business other than the development, construction, ownership, operation and management (as applicable) of the Facilities Project and other activities incidental or (ii) any operations other than those incidental to the ownership, operation, and management of the Facilitiesrelated thereto. (h) The books and records of HoldCo Holdco and the Subsidiaries are (i) in all material respects, accurate and complete and and, since the Acquisition Closing Date have been maintained in accordance with good business practices and (ii) state in reasonable detail and accurately and fairly reflect in all material respects the activities and transactions of HoldCo Holdco and the Subsidiaries. (i) The (A) execution and delivery by Seller of the Assignment of Membership Interests and (B) if applicable, the delivery of certificates representing the Acquired Interests, duly endorsed for transfer to Purchaser or accompanied by one or more membership interest powers duly endorsed for transfer to Purchaser, will transfer to Purchaser good, valid and marketable title to the Acquired Interests, free and clear of all Liens, except as set forth in Schedule 3.09(i)) of the Disclosure Schedules.