REPRESENTATIONS AND WARRANTIES OF ESELCO. ESELCO hereby represents and warrants to Wisconsin Energy and Acquisition that, except as set forth in the Disclosure Schedule:
REPRESENTATIONS AND WARRANTIES OF ESELCO. The representations and warranties made by ESELCO in this Agreement shall be true and correct in all material respects when made, as of the Closing Date and as of the Effective Time of Merger with the same force and effect as though said representations and warranties had been made on the Closing Date, subject to Section 3.4(b) of this Agreement with respect to the Closing Date and the Effective Time of Merger.
REPRESENTATIONS AND WARRANTIES OF ESELCO. 4.1 Organization; Business 27 4.2 Capitalization 28 4.3 Authorization; Enforceability 29 4.4 No Violation or Conflict 30 4.5 Title to Assets 30 4.6 Litigation 30 4.7 ESELCO SEC Reports and Books and Records 30 4.8 Absence of Certain Changes 31 4.9 Buildings and Equipment 31 4.10 Existing Contracts 32 4.11 Performance of Contracts 32 4.12 Contingent and Undisclosed Liabilities 33 4.13 Existing Insurance Policies 33 4.14 Employee Benefit Plans 33 4.15 No Violation of Law 34 4.16 Brokers 34 4.17 Taxes 34 4.18 Existing Real Estate 36 4.19 Governmental Approvals 36 4.20 No Pending Other Transactions 36 4.21 Investments 36 4.22 Labor Matters 36 4.23 Indebtedness 37 4.24 Subsidiaries 37 4.25 Existing Permits 37 4.26 Disclosure 37 4.27 Information Supplied 37 4.28 Vote Required 38 4.29 Accounting Matters 38 4.30 Opinion of Financial Advisor 38 4.31 Environmental Protection 38 4.32 Accounts 40 4.33 Customers 40 ARTICLE V REPRESENTATIONS AND WARRANTIES OF WISCONSIN ENERGY AND ACQUISITION 5.1 Organization 41 5.2 Capitalization 41 5.3 Authorization; Enforceability 41 5.4 No Violation or Conflict 42 5.5 Litigation 42 5.6 Wisconsin Energy SEC Reports 42 5.7 Brokers 43 5.8 Governmental Approvals 43 5.9 Disclosure 43 5.10 Information Supplied 43
