REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNEGY. As an inducement to Purchaser to enter into this Agreement, to the execution of the Ancillary Agreements and to consummate the transactions contemplated hereby and by the Ancillary Agreements, except as set forth in the SEC Reports filed prior to the date hereof (it being understood that, in order for this exception to apply, the relevance of any disclosure in the SEC Reports to a particular representation below must be reasonably apparent from the disclosure itself), Seller and Dynegy jointly and severally hereby represent and warrant to Purchaser as follows:
REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNEGY. Section 3.1 Organization and Qualification............. ................20 Section 3.2 Capitalization..............................................20 Section 3.3 Authority...................................................21 Section 3.4 Consents and Approvals; No Violation........................22 Section 3.5
REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNEGY. Except as set forth in the Disclosure Schedules referenced herein and attached hereto, the Seller and Dynegy, jointly and severally, represent and warrant to the Buyer that as of the date hereof:
REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNEGY. Section 3.1 Organization and Qualification 20 Section 3.2 Capitalization 20 Section 3.3 Authority 21 Section 3.4 Consents and Approvals; No Violation 22 Section 3.5 IPC Reports 22 Section 3.6 IPC Financial Statements 23 Section 3.7 Absence of Certain Changes; Absence of Undisclosed Liabilities 23 Section 3.8 Taxes 24 Section 3.9 Litigation 26 Section 3.10 Employee Benefit Plans 27 Section 3.11 Environmental Matters. 29 Section 3.12 Compliance with Applicable Laws 30 Section 3.13 Labor Matters; Employees 31 Section 3.14 Material Contracts 32 Section 3.15 Intellectual Property 32 Section 3.16 Real Property 33 Section 3.17 Brokers 35 Section 3.18 Personal Property 35 Section 3.19 Availability of Assets; Affiliate Transactions. 35 Section 3.20 Title to Property 35 Section 3.21 Bank Accounts; Powers of Attorney; Minute Books 35 Section 3.22 Regulation as a Utility 36 Section 3.23 Regulatory Proceedings 36 Section 3.24 Hedging 36 Section 3.25 Responsibility for Compliance with Xxxxxxxx-Xxxxx Act 36 Section 3.26 Insurance 36 Section 3.27 Clinton Nuclear Power Station 37 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER AND DYNEGY. As an inducement to Purchaser to enter into this Agreement, to the execution of the An- cillary Agreements and to consummate the transactions contemplated hereby and by the Xxxxx- xxxx Agreements, except as set forth in the SEC Reports filed prior to the date hereof (it being understood that, in order for this exception to apply, the relevance of any disclosure in the SEC Reports to a particular representation below must be reasonably apparent from the disclosure itself), Seller and Dynegy jointly and severally hereby represent and warrant to Purchaser as fol- lows:
