Common use of Receipt of Other Documents Clause in Contracts

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. Texas Genco Purchaser shall have received the following: (a) certificate Certificates of active status Good Standing with respect to Seller and Dynegy 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 Delaware; (b) Copies of the certificate Articles of incorporation Organization and the Limited Liability Agreement of Seller issued certified by the Secretary of State of Texas; (b) certified copies of the articles of incorporation and bylaws of SellerDelaware, together with a certificate of the Secretary or an Assistant Secretary (or similarly situated individual) of Seller that none of such documents have been amended; (c) to Copies of the extent readily available Articles/Certificate of Organization and in Seller's possessionthe Bylaws of Dynegy certified by the Secretary of State of Delaware, originals together with a certificate of the Secretary or an Assistant Secretary (or if not readily available, true and correct copiessimilarly situated individual) of all the Generation Facility Contracts to which Seller has Knowledge that it is a party and the Transferable Permits issued to Seller and none of which it has Knowledgesuch documents have been amended; (d) copiesCopies, certified by the Secretary or an Assistant Secretary (or similarly situated individual) of Seller of corporate resolutions of Seller its board of directors or similar governing body authorizing the Execution execution and delivery by Seller of this Agreement and each of the Ancillary Agreements to which it is a party and authorizing the authorization performance of its obligations hereunder and thereunder, as applicable, and authorizing or ratification ratifying the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be Executed executed and delivered by Seller in connection herewith; (e) Copies, certified by the Secretary or an Assistant Secretary (or similarly situated individual) of Dynegy of resolutions of its board of directors or similar governing body authorizing the execution and delivery by Dynegy of this Agreement and each of the Ancillary Agreements to which it is a party and authorizing the performance of its obligations hereunder and thereunder, as applicable, and authorizing or ratifying 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 Dynegy in connection herewith; (f) A certificate of the Secretary or an Assistant Secretary (or similarly situated individual) 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 A certificate of the Secretary or an Assistant Secretary (or similarly situated individual) of Dynegy identifying the name and title and bearing the signatures of the officers of Dynegy authorized to Section 3.5(d), execute and deliver this Agreement and each Ancillary Agreement to which it is a party and the Decommissioning Adjustment Escrow Agreement, properly Executed by Sellerother agreements and instruments contemplated hereby; (h) Releases in form and substance reasonably satisfactory to Purchaser, as contemplated by Section 6.11(a); (i) The Closing Inventory Report; (j) The documents referenced in Section 3.1(a); (k) Releases in a certificate of non-foreign status of Seller pursuant form reasonably acceptable to Section 1445 Purchaser for all Encumbrances (other than Permitted Encumbrances) on the Project, the Project Site, or any of the Codeother Purchased Assets; (l) Written confirmation from Dynegy that the LTSA will not apply to any portion of the Purchased Assets following the Closing Date; (m) Consents to assignments with respect to those agreements listed on Schedule 6.12(b) on terms and conditions acceptable to Purchaser in its reasonable discretion; (n) Evidence that all Encumbrances on the Purchased Assets that fall within subsection (ii) of the definition of Permitted Encumbrances have been fully satisfied; (o) A receipt for the Purchase Price; and (ip) following confirmation of delivery of Texas Genco's Initial Purchase Price by Texas Genco as adjusted by Evidence that the Closing Adjustment, a receipt for Texas Genco's Initial Purchase Price as adjusted by the Closing AdjustmentC-Ring Repair has been completed in accordance with Good Utility Practices.

Receipt of Other Documents. Texas Genco Purchaser shall have received the following: (a) a certificate of active status good standing with respect to Seller, as of a recent date within ten (10) Business Days of the Closing, issued by the Secretary of State of Texas for Seller, a certificate the State of good standing issued by Delaware; (b) copies of the Texas Comptroller of Public Accounts for Seller, limited liability company agreement and a certified copy of the certificate of incorporation formation of Seller issued certified by the Secretary of State of Texas; (b) certified copies the State of the articles of incorporation and bylaws of SellerDelaware, together with a certificate of the Secretary or an Assistant Secretary (or similarly situated individual) 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 (or similarly situated individual) of Seller Seller, of corporate resolutions of Seller Seller’s board of directors or similar governing body authorizing the Execution execution and delivery by Seller of this Agreement and each of the Ancillary Agreements to which it is a party and authorizing the authorization performance of its obligations hereunder and thereunder, as applicable, and authorizing or ratification ratifying the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be Executed executed and delivered by Seller in connection herewith; (ed) a certificate of the Secretary or an Assistant Secretary (or similarly situated individual) 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; (e) the Closing Inventory Report; (f) a Decommissioning Funds Collection Agreement, unless not required pursuant to all of the items referenced in Section 7.8(e), and, if required pursuant to Section 3.5(c), the Escrow Agreement, properly Executed by Seller3.2; (g) if required pursuant evidence, to Section 3.5(d)Purchaser’s reasonable satisfaction, the Decommissioning Adjustment Escrow Agreement, properly Executed by Sellerthat all Encumbrances described in Part II of Schedule 1.1C have been released or removed; (h) a certificate of non-foreign status of Seller pursuant to Section 1445 receipt of the CodeSeller’s Required Consents; and (i) following confirmation of delivery of Texas Genco's Initial Purchase Price by Texas Genco as adjusted by if Purchaser has elected to have an Environmental Assessment prepared, an Environmental Assessment with respect to the Closing Adjustment, a receipt for Texas Genco's Initial Purchase Price as adjusted by Project and the Closing AdjustmentProject Real Property.

Receipt of Other Documents. Texas Genco CPS 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 GencoCPS's Initial Purchase Price by Texas Genco CPS as adjusted by the Closing Adjustment, a receipt for Texas GencoCPS's Initial Purchase Price as adjusted by the Closing Adjustment.

Receipt of Other Documents. Texas Genco CPS 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. Texas Genco Purchaser shall have received the following: (a) certificate : Certificates of active status Good Standing with respect to Seller 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, Delaware and a certified copy Mississippi; Copies of the certificate of incorporation formation and the limited liability company agreement of Seller issued certified by the Secretary of State of Texas; (b) certified copies of the articles of incorporation and bylaws of SellerDelaware, together with a certificate of the Secretary or an Assistant Secretary (or similarly situated individual) 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; Copies, certified by the Secretary or an Assistant Secretary (or similarly situated individual) of each of Seller of corporate resolutions of Seller its board of directors or similar governing body authorizing the Execution execution and delivery by Seller of this Agreement and of the Ancillary Agreements to which it is a party and authorizing the authorization performance of its obligations hereunder and thereunder, as applicable, and authorizing or ratification ratifying the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be Executed executed and delivered by Seller in connection herewith; (e) a ; A certificate of the Secretary or an Assistant Secretary (or similarly situated individual) 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; Releases in favor of Purchaser from applicable confidentiality, unless not required pursuant non-competition and like agreements and other reasonable agreements consenting to and agreeing to cooperate with the rights of Purchaser as contemplated by Section 7.8(e6.12(b), and, if required pursuant in form and substance reasonably satisfactory to Purchaser and to the extent available after Seller's efforts in accordance with Section 3.5(c6.12(b), 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 The Closing Adjustment, a Inventory Report; A receipt for Texas Genco's the Initial Purchase Price as adjusted by the Closing Adjustment; (i) Estoppel certificates in form reasonably satisfactory to Purchaser from the lessor under no less than 5 of the 7 leases pertaining to Leased Real Property dated no earlier than the date on which Purchaser requests Seller to send such estoppel certificates to each such lessor, which notice shall be sent no later than ninety (90) days prior to the expected Closing Date and (ii) evidence in form reasonably satisfactory to Purchaser that the required notices to each lessor under each lease pertaining to Leased Real Property have been properly given (the foregoing items (i) and (ii) being the "Real Estate Curative Documents"); and evidence in form reasonably satisfactory to Purchaser that (i) the required notices described in Section 2.5(a)(ii) have been given and (ii) the transfer of each Material Software License to Purchaser has occurred and all necessary consents to such transfers have been obtained on terms satisfactory to Purchaser or that the applicable Replacement License Agreement has been entered into by Seller.

Receipt of Other Documents. Texas Genco Purchaser shall have received the following: (a) certificate Certificates of active status Good Standing with respect to Seller as of a recent date issued by the Secretary of State of Texas for Seller, a certificate Delaware and the Secretary of good standing issued by the Texas Comptroller State of Public Accounts for Seller, Louisiana and a certified copy Certificate of the certificate Good Standing with respect to Guarantor as of incorporation of Seller a recent date issued by the Secretary of State of TexasLouisiana; (b) certified copies Copies of the certificate of formation and the limited liability company agreement of Seller and the articles of incorporation and the bylaws of SellerGuarantor, certified by the Secretary of State of Delaware, in the case of Seller and certified by the Secretary of State of Louisiana in the case of Guarantor, together with a certificate of the Secretary or an Assistant Secretary (or similarly situated individual) of Seller and Guarantor 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) copiesCopies, certified by the Secretary or an Assistant Secretary (or similarly situated individual) of each of Seller and Guarantor of corporate resolutions of Seller its board of directors or similar governing body authorizing the Execution execution and delivery by Seller of this Agreement and of the Ancillary Agreements to which it is a party party, authorizing the execution and delivery by Guarantor of the authorization Guaranty and in each case authorizing the performance of its obligations hereunder and thereunder, as applicable, and authorizing or ratification ratifying the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be Executed executed and delivered by Seller or Guarantor, as applicable, in connection herewith; (ed) a A certificate of the Secretary or an Assistant Secretary (or similarly situated individual) of each of Seller and Guarantor identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement and of Seller and Guarantor, respectively, authorized to execute and deliver each Ancillary Agreement to which it is a party and the other agreements and instruments contemplated hereby; (e) Releases in form and substance reasonably satisfactory to Purchaser, as contemplated by the last sentence of Section 6.18(a); (f) a Decommissioning Funds Collection Agreement, unless not required pursuant to Section 7.8(e), The Closing Inventory Report; 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 A receipt for Texas Genco's the Initial Purchase Price as adjusted by the Closing Adjustment.