Representations and Warranties of each Company. Each Company represents and warrants to the Administrator that:
a. It is a limited liability company, duly organized, existing and in good standing under the laws of its state of formation;
b. It has the requisite power and authority under applicable laws and by its LLC Agreement to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered with the SEC under the 1940 Act;
e. The Registration Statement has been filed and will be effective and remain effective during the term of this Agreement. The Company also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Company offers or sells its units have been made;
f. No legal or administrative proceedings have been instituted or threatened which would impair the Company’s ability to perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Company or any law or regulation applicable to it; and
h. Where information provided by the Company or the Company’s investors includes information about an identifiable individual (“Personal Information”), the Company represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Company acknowledges that the Administrator may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Company, including the United States and that information relating to the Company, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Company for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints fo...
Representations and Warranties of each Company. Each Company hereby jointly and severally represents and warrants to the Administrative Agent and the Lenders that (i) each Company’s execution of this Agreement has been duly authorized by all requisite action of each Company, (ii) no consents are necessary from any third parties for any Company’s execution, delivery or performance of this Agreement, (iii) this Agreement, the Credit Agreement, and each of the other Loan Documents, constitute the legal, valid and binding obligations of each Company enforceable against each Company in accordance with their terms, except to the extent that the enforceability thereof against any Company may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors’ rights generally or by equity principles of general application, (iv) all of the representations and warranties contained in Section 9 of the Credit Agreement are true and correct in all material respects as of the date hereof (without duplication of materiality qualifiers in any such representations and warranties) and to the extent any representation and warranty is made as of an earlier date, such representation and warranty is true and correct in all material respects (without duplication of materiality qualifiers in any such representations and warranties) as of such earlier date, and (v) after giving effect to this Agreement, there is no Unmatured Event of Default or Event of Default.
Representations and Warranties of each Company. Except as set forth in the “Disclosure Schedules,” which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, PASE, Notis, and EWSD hereby make the following representations and warranties to each Purchaser as of the date hereof. References to the “Company” and the “Companies” in this Section 3.1 shall apply to PASE, Notis, EWSD, and when applicable.
Representations and Warranties of each Company. Each Company on its behalf alone represents and warrants to and for the benefit of the other Company as follows:
Representations and Warranties of each Company. Each Company represents and warrants to the Transfer Agent that:
5.1 It is duly organized, existing and in good standing under the laws of its state of formation.
5.2 It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.
5.3 All requisite proceedings have been taken to authorize the Company to enter into, perform and receive services pursuant to this Agreement.
5.4 Where information provided by a Company or a Company’s investors includes information about an identifiable individual (“Personal Information”), such Company represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Transfer Agent, and as required for the Transfer Agent to use and disclose such Personal Information in connection with the performance of the services hereunder. Each Company acknowledges that the Transfer Agent may perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Company, including the United States and that information relating to the Company, including Personal Information of investors may be accessed by national security authorities, law enforcement and courts. The Transfer Agent shall be kept indemnified by and be without liability to a Company for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.
Representations and Warranties of each Company. Each Company represents and warrants to the Administrative Agent and each Lender as follows:
Representations and Warranties of each Company. Each Company represents and warrants to the Administrator that:
a. It is duly organized, existing and in good standing under the laws of its state of formation and in each jurisdiction in which it is registered to do business;
b. It has the requisite power and authority under applicable laws and by its Governing Documents to enter into, perform and receive services pursuant to this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into, perform and receive services pursuant to this Agreement;
d. It has elected to be regulated as a business development company under the 1940 Act and it has elected or will elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”);
e. Its Registration Statement has been filed and will remain effective during any applicable offering period, and, as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which such Company offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or threatened which would impair such Company’s ability to perform its duties and obligations under this Agreement; and
g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of such Company or any law or regulation applicable to it.
Representations and Warranties of each Company. Each Company represents and warrants as follows:
10.1.1 the Company is (a) in the case of Reliant Energy Mid-Atlantic Power Holdings LLC, Reliant Energy Maryland Holdings LLC or Reliant Energy New Jersey Holdings LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware, (b) in the case of Reliant Energy Northeast Management Company, a corporation duly organized and validly existing under the laws of the State of Pennsylvania and (c) in the case of Reliant Energy Power Services, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware;
10.1.2 the Company is in good standing and is qualified to do business in all jurisdictions in which the nature of the business conducted by the Company makes such qualification necessary and where failure so to qualify can reasonably be expected to have a material adverse effect upon the Company's financial condition, operations, prospects or business or ability to perform its obligations under this Agreement;
10.1.3 the Company has full legal right, power and authority to execute, deliver and perform this Agreement;
10.1.4 the Company has taken all appropriate and necessary limited liability company or corporate, as the case may be, action to authorize the execution, delivery and performance of this Agreement;
10.1.5 the Company has obtained all consents, approvals, authorizations and permits necessary for the valid execution, delivery and performance of this Agreement;
10.1.6 this Agreement has been duly executed by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable Bankruptcy Law or by limitation upon the availability of equitable remedies;
10.1.7 the Company is not in violation of any applicable Law promulgated or judgment entered by any Governmental Body, which violation or violations, individually or in the aggregate, would reasonably be expected to have a material adverse effect upon the Company's financial condition, operations, prospects or business or ability to perform its obligations under this Agreement;
10.1.8 there are no legal or arbitration proceedings or any proceeding by or before any Governmental Body now pending or, to the best of the Company's knowledge, threatened against the Company, which, if adversely determined, would reasonably be expected to have a material ...
Representations and Warranties of each Company. Each Company represents and warrants to the Transfer Agent that:
4.1 The Company is a statutory trust duly organized, existing and in good standing under the laws of the State of Delaware.
4.2 The Company is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement. Information Classification: Limited Access
4.3 All requisite proceedings have been taken to authorize the Company to enter into, perform and receive services pursuant to this Agreement.
4.4 A registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is currently effective and will remain effective, and all appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Company being offered for sale.
Representations and Warranties of each Company. Each Company represents and warrants as to itself only as of the date hereof to each of the Buyers that, solely for such Company and not with respect to the other Company, except as set forth in the separate Disclosure Schedule of such Company attached hereto (the “Disclosure Schedule”):
