Public Utility Holding Company Status. Regulation as a Public Utility. Seller is a "public utility company" (as such term is defined in PUHCA). Seller is not a "holding company", a "subsidiary" of a "public utility company," or an "affiliate" of a "public utility company" or of a "holding company," within the meaning of such terms in PUHCA.
Public Utility Holding Company Status. Regulation as a Public Utility. Citizens is a "public utility company," but is not a "holding company", a "subsidiary of a public utility," an "affiliate of a public utility company" or "an affiliate of a holding company." LGSN is not a "public utility company," a "holding company" or an "affiliate of a holding company." LGSN is a "subsidiary" and an "affiliate" of Citizens, a public utility company, but neither of such relationships requires the registration of Citizens or LGSN as a holding company under PUHCA. LGSN is not a "subsidiary" or an "affiliate" of any "public utility company" other than Citizens. Terms in quotations have the same meaning as such terms in PUHCA.
Public Utility Holding Company Status. Regulation as a Public Utility. SUG is a "gas utility company" and a "public utility company" (as such terms are defined in PUHCA). SUG indirectly owns a minority interest in a "foreign utility company" (as such term is defined in PUHCA) that is exempt from, and is deemed not to be a public utility company for purposes of, PUHCA pursuant to Section 33 thereof with respect to which SUG has filed with the SEC a Form U-57 notification of foreign utility company status. Except as stated above in this Section 4.4 and with respect to their relationship with SUG, neither SUG nor any of its Subsidiaries is a "holding company," a "subsidiary company," a "public utility company" or an "affiliate" of a "public utility company," or a "holding company" within the meaning of such terms in PUHCA. As of the date of this Agreement, SUG is subject to regulation as a public utility or public service company (or similar designation) in the states of Florida, Missouri, Texas and Pennsylvania. Except as stated in the preceding sentence, as of the date of this Agreement, neither SUG nor its "affiliates" (as such term is defined in PUHCA) are subject to regulation as a public utility or public service company (or similar designation) in any other state.
Public Utility Holding Company Status. Regulation as a Public Utility. PVY is a "holding company" (as such term is defined in PUHCA) exempt from all provisions of PUHCA (except Section 9(a)(2) thereof) pursuant to Section 3(a) of PUHCA, and has received no adverse notice from the SEC with respect to the validity of its exempt status. ProvGas and Attleboro are both "public utility companies" (as such term is defined in PUHCA). Each of ProvGas and Attleboro is a "subsidiary company" of PVY, and an "affiliate" of the other and of PVY (as such terms are defined in PUHCA). Except as set forth above in this Section 5.6 and with respect to their relationship to PVY, ProvGas and Attleboro, none of the Acquired Companies is a "holding company," a "subsidiary company," a "public utility company," or an "affiliate" of a "public utility company" or a "holding company," as such terms are defined in PUHCA. ProvGas is subject to regulation as a public utility or public service company (or similar designation) in the state of Rhode Island and Attleboro is subject to regulation as a public utility or public service company (or similar designation) in the state of Massachusetts. Except as stated in the preceding sentence, neither PVY and nor its "affiliates" (as such term is defined in PUHCA) are subject to regulation as a public utility or public service company (or similar designation) in any other state.
Public Utility Holding Company Status regulation as a public utility. None of the Acquired Companies is a "holding company," a "subsidiary company," a "public utility company," or an "affiliate" of a "public utility company" or a "holding company" within the meaning of such terms in PUHCA.
Public Utility Holding Company Status. Regulation as ----------------------------------------------------------------- a Public Utility. SUG is a "gas utility company" (as such term ---------------- is defined in PUHCA). SUG indirectly owns a minority interest in a "foreign utility company" (as such term is defined in PUHCA) that is exempt from, and is deemed not to be a public utility company for purposes of, PUHCA pursuant to Section 33 thereof with respect to which SUG has filed with the SEC a Form U-57 notification of foreign utility company status. Except as stated above in this Section 4.6, neither SUG nor any of its Sub- sidiaries is a "holding company," a "subsidiary company," a "public utility company" or an "affiliate" of a "public utility company," or a "holding company" within the meaning of such terms in PUHCA.
Public Utility Holding Company Status. Regulation as a Public Utility 16 Section 4.9 Buyer's Financial Statements 17 Section 4.10 Buyer's Insurance 17 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER 17 Section 5.1 Organization, Existence and Qualification 17 Section 5.2 Authority Relative to this Agreement and Binding Effect 17 Section 5.3 Governmental and Other Required Consents 17 Section 5.4 Public Utility Holding Company Status; Regulation as a Public Utility 18 Section 5.5 Title to Assets; Liens 18 Section 5.6 Financial Statements 18 Section 5.7 Compliance with Legal Requirements; Governmental Permits 19 Section 5.8 Legal Proceedings; Outstanding Orders 19 Section 5.9 Taxes 20 Section 5.10 Intellectual Property 20 Section 5.11 Personal Property 20 Section 5.12 Material Contracts; Existing Loan Documents 20 Section 5.13 Employee Benefit Matters 21 Section 5.14 Environmental Matters 21 Section 5.15 No Material Adverse Change 22 Section 5.16 State and Federal Regulatory Matters 22 Section 5.17 Brokers 23 Section 5.18 Employee Relations 23 Section 5.19 Insurance 23 Section 5.20 Accounts Receivable 23 Section 5.21 Appropriate Knowledge Persons 24 Section 5.22 Disclaimer 24 ARTICLE VI COVENANTS 24 Section 6.1 Covenants of Seller 24 Section 6.2 Covenants of Buyer 27 Section 6.3 Governmental Filings 28 Section 6.4 Citizens Marks 28 Section 6.5 Acknowledgment by Buyer 29 Section 6.6 Transition Plan 29 Section 6.7 Title Insurance 30 Section 6.8 Sale of Generating Assets 30 Section 6.9 Hydro-Quebec Step-up Indemnity Agreement 31 ARTICLE VII CONDITIONS PRECEDENT 31 Section 7.1 Seller's Conditions Precedent to Closing 31 Section 7.2 Buyer's Conditions Precedent to Closing 33
Public Utility Holding Company Status. Regulation as ----------------------------------------------------------------- a Public Utility. PNT is a "holding company" (as such term is ---------------- defined in PUHCA) exempt from certain provisions of PUHCA, and has received no adverse notice from the SEC with respect to the validity of its exempt status, pursuant to Section 3(a)(1) of PUHCA. PG Energy is a "public utility company" (as such term is defined in PUHCA). Honesdale is a "public utility company" (as such term is defined in PUHCA). Each of PG Energy and Honesdale is a "subsidiary company" of PNT, and an "affiliate" of the other and of PNT (as such terms are defined in PUHCA). Except as stated above in this Section 5.6, none of the Acquired Companies is a "holding company," a "subsidiary company," a "public utility company," or an "affiliate" of a "public utility company" or a "holding company" within the meaning of such terms in PUHCA.
Public Utility Holding Company Status. Regulation as a Public Utility. Following the assignment of this Agreement to the k1 Designee and on the Closing Date, neither Buyer nor any of its "affiliates" (within the meaning of such term in PUHCA) will be a "holding company," a "subsidiary company," or an "affiliate" of a "public utility company" or of a "holding company," within the meaning of such terms in PUHCA and regulations and rules issued by the SEC pursuant to PUHCA. No approval or other action by the SEC will be required under PUHCA for the k1 Designee or any of its "affiliates" (within the meaning of such term in PUCHA) to consummate the transactions contemplated in this Agreement.
Public Utility Holding Company Status. Regulation as a Public Utility. SUG is a "gas utility company" (as such term is defined in PUHCA). SUG indirectly owns a minority interest in a "foreign utility company" (as such term is defined in PUHCA) that is exempt from, and is deemed not to be a public utility company for purposes of, PUHCA pursuant to Section 33 thereof with respect to which SUG has filed with the SEC a Form U-57 notification of foreign utility company status. Except as stated above in this Section 4.6, neither SUG nor any of its Subsidiaries is a "holding company," a "subsidiary company," a "public utility company" or an "affiliate" of a "public utility company," or a "holding company" within the meaning of such terms in PUHCA.
