Receipt of Other Documents. Texas Genco shall have received the following:
(a) certificate of active status as of a recent date issued by the Secretary of State of Texas for Seller, a certificate of good standing issued by the Texas Comptroller of Public Accounts for Seller, and a certified copy of the certificate of incorporation of Seller issued by the Secretary of State of Texas;
(b) certified copies of the articles of incorporation and bylaws of Seller, together with a certificate of the Secretary or an Assistant Secretary of Seller that none of such documents have been amended;
(c) to the extent readily available and in Seller's possession, originals (or if not readily available, true and correct copies) of all the Generation Facility Contracts to which Seller has Knowledge that it is a party and the Transferable Permits issued to Seller and of which it has Knowledge;
(d) copies, certified by the Secretary or an Assistant Secretary of Seller of corporate resolutions of Seller authorizing the Execution and delivery by Seller of this Agreement and of the Ancillary Agreements to which it is a party and the authorization or ratification of all of the other agreements and instruments, in each case, to be Executed and delivered by Seller in connection herewith;
(e) a certificate of the Secretary or an Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and the other agreements and instruments contemplated hereby;
(f) a Decommissioning Funds Collection Agreement, unless not required pursuant to Section 7.8(e), and, if required pursuant to Section 3.5(c), the Escrow Agreement, properly Executed by Seller;
(g) if required pursuant to Section 3.5(d), the Decommissioning Adjustment Escrow Agreement, properly Executed by Seller;
(h) a certificate of non-foreign status of Seller pursuant to Section 1445 of the Code; and
(i) following confirmation of delivery of Texas Genco's Initial Purchase Price by Texas Genco as adjusted by the Closing Adjustment, a receipt for Texas Genco's Initial Purchase Price as adjusted by the Closing Adjustment.
Receipt of Other Documents. The Administrative Agent shall have received from each New Borrower a manually signed certificate from the Secretary of such New Borrower, in form and substance satisfactory to the Administrative Agent and dated the date of this TRR Agreement, as to (i) the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of such New Borrower, and (ii) certifying and attaching copies of (A) such New Borrower’s Organization Documents as then in effect, (B) duly authorized resolutions of such New Borrower’s board of directors or trustees authorizing the transactions contemplated hereby, (C) the Prospectus of such New Borrower and (D) all amendments to such New Borrower’s investment objectives, policies and restrictions since the date of such Prospectus.
Receipt of Other Documents. Seller shall have received the following with respect to each of Purchaser and Purchaser Parent:
(a) A Certificate of Good Standing, as of a recent date, issued by the Secretary of State of Louisiana;
(b) Certified copies of its organizational documents, together with a certificate of its Secretary or an Assistant Secretary (or similarly situated individual) that none of such documents have been amended;
(c) Copies, certified by its Secretary or an Assistant Secretary (or similarly situated individual), of resolutions of its board of directors or similar governing body authorizing the execution and delivery of this Agreement (in the case of Purchaser), and each of the Ancillary Agreements to which it is a party and the performance of its obligations hereunder and thereunder, and authorizing the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be executed and delivered by it in connection herewith; and
(d) A certificate of the Secretary or an Assistant Secretary (or similarly situated individual), identifying the name and title and bearing the signatures of the managers or officers authorized to execute and deliver this Agreement (in the case of Purchaser), and each Ancillary Agreement to which it is a party and the other agreements and instruments contemplated hereby.
Receipt of Other Documents. Buyer shall have received the following:
(a) Certified copies of the resolutions of HEALTHSOUTH's, Seller's and each Subsidiary's board of directors respecting this Agreement, the Related Agreements and the Transactions, together with certified copies of any stockholder resolutions which are necessary to approve the execution and delivery of this Agreement and any Related Agreements and/or the performance of the obligations of HEALTHSOUTH, Seller and the Subsidiaries hereunder and thereunder;
(b) Certified copies of HEALTHSOUTH's, Seller's and each Subsidiary's Charter Documents, together with a certificate of the corporate secretary or an assistant secretary of each that none of such documents have been amended;
(c) One or more certificates as to the incumbency of each officer of Seller or of any Subsidiary who has signed the Agreement, any Related Agreement or any certificate, document or instrument delivered pursuant to the Agreement or any Related Agreement;
(d) Good standing certificates for HEALTHSOUTH, Seller and each of the Subsidiaries from the Secretaries of State of their respective states of incorporation dated as of a date not earlier than 30 business days prior to the Closing Date;
(e) Copies of all third party and governmental consents, permits and authorizations that HEALTHSOUTH, Seller or any Subsidiary has received in connection with the Agreement, the Related Agreements and the Transactions; and
(f) Certificates of non-foreign status in the form required by Section 1445 of the Code duly executed by Seller and the Subsidiaries.
Receipt of Other Documents. Purchaser has received the following:
(i) A copy of the Memorandum and Articles of Association or equivalent charter documents of the Company certified as of a recent date;
(ii) Certified copies of resolutions duly adopted by the Board of Directors of the Company and by the Sellers in their capacity as shareholders authorizing the execution and delivery of this Agreement and the sale and transfer of the Sale Shares to the Purchaser;
(iii) Certificates of each of the Seller certifying that as of the date of this Agreement that (a) each representation and warranty of the Sellers contained in this Agreement shall have been true and correct; (b) Sellers have performed or complied in all material respects with all agreements and covenants required by this Agreement; and (c) Seller and the Company shall have obtained all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby.
(iv) The corporate or statutory books of the Company complete and accurate as of the date of this Agreement.
(v) Such additional certificates and other documents as Purchaser or its counsel may deem reasonably necessary to evidence the truth and accuracy, as of the date hereof, of the representations and warranties contained herein or contemplated hereby and the due satisfaction and performance of all agreements and covenants to be complied with, satisfied and performed by the Sellers and the Company.
Receipt of Other Documents. Each of the Purchasers shall have received the following:
(a) Certificates of good standing with respect to each Seller, the Company and the Sellers’ Guarantor, each as of a recent date, issued by the pertinent government officials of its jurisdiction of formation, as well as a certified copy of the certificate of formation of the Company issued by the pertinent government officials of its jurisdiction of formation;
(b) Certified copies of the certificate of formation and limited liability company agreement of each of the Sellers, together with a certificate of the Secretary or an Assistant Secretary of such Seller, that none of such documents have been amended, as well as a copy of the Partnership Agreement, certified by the Secretary or an Assistant Secretary of the General Partner that such copy is true, correct and complete and that the Partnership Agreement has not been amended;
(c) Copies, certified by the Secretary or an Assistant Secretary of each of the Sellers and Sellers’ Guarantor, of resolutions of the respective governing boards of each of the Sellers and Sellers’ Guarantor authorizing the execution and delivery by each of the Sellers of this Agreement, the execution and delivery by each of the Sellers or Sellers’ Guarantor of the Ancillary Agreements to which it is a party, and the authorization or ratification of all of the other agreements and instruments, in each case, to be executed and delivered by such Seller or Sellers’ Guarantor in connection herewith; (d) A certificate of the Secretary or an Assistant Secretary of each of the Sellers and Sellers’ Guarantor, substantially in the form of Exhibit H, identifying the name and title and bearing the signatures of the officers of each of the Sellers and Sellers’ Guarantor authorized to execute and deliver this Agreement, and the officers of each of the Sellers or Sellers’ Guarantor authorized to execute and deliver each Ancillary Agreement to which such Seller or Sellers’ Guarantor, as applicable, is a party and the other agreements and instruments contemplated hereby;
Receipt of Other Documents. 60 SECTION 10.11 LOAN DOCUMENTS......................................61 ARTICLE 11 SELLER'S CONDITIONS TO CLOSING................................61
Receipt of Other Documents. 63 ARTICLE 12 TERMINATION...................................................64 SECTION 12.1 TERMINATION.........................................64 SECTION 12.2 PROCEDURE AND EFFECT OF TERMINATION.................65
Receipt of Other Documents. Purchaser shall have received the following:
(a) A certificate of good standing with respect to Seller, as of a recent date, issued by the Secretary of State of the State of Maryland;
(b) A copy of Seller's certificates of incorporation certified as of a recent date, by the Secretary of State of the State of Maryland, and a copy of Seller's by-laws certified by the Secretary or an Assistant Secretary of Seller, together with a certificate of the Secretary or an Assistant Secretary of Seller that neither of such documents has been amended on or after the Effective Date;
(c) Copies, certified by the Secretary or an Assistant Secretary of Seller, of resolutions of Seller authorizing the execution and delivery by Seller of this Agreement, and authorizing or ratifying of all of the other agreements and instruments to be executed and delivered by Seller in connection herewith;
(d) A certificate of the Secretary or an Assistant Secretary of Seller identifying the name and title and bearing the signatures of the individuals authorized by Seller to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;
(e) Written resignations or terminations of each of the directors and officers of each of the Companies, effective as of the Closing;
(f) A certificate of good standing with respect to each of the Companies, as of recent date, issued by the Secretary of State of each of their respective states of incorporation/formation and each other state in which the Companies are qualified to do business; and
(g) A listing of the items in Inventory.
Receipt of Other Documents. Seller shall have received the following:
(a) A certificate of good standing with respect to Purchaser, as of a recent date, issued by the appropriate government official of its jurisdiction of formation;
(b) Copies of the limited liability company agreement and certificate of formation of Purchaser certified as of a recent date by the appropriate government official of its jurisdiction of formation, together with a certificate of a duly authorized manager of Purchaser that none of such documents have been amended on or after the Effective Date;
(c) Copies, certified by the manager of Purchaser, of resolutions of Purchaser authorizing the execution and delivery by Purchaser of this Agreement, and authorizing or ratifying all of the other agreements and instruments, in each case, to be executed and delivered by Purchaser in connection herewith;
(d) A certificate of the manager of Purchaser identifying the name and title and bearing the signatures of the manager and officers of Purchaser authorized to execute and deliver this Agreement, and the other agreements and instruments contemplated hereby; and
(e) Insurance certificates evidencing compliance with Section 7.7.
