REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES Sample Clauses

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller, Seller hereby represents and warrants to Buyer as follows:

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as disclosed in, or qualified by any matter set forth in, the Schedules provided by Seller with respect to each Acquired Companies Annex, as applicable, Seller hereby represents and warrants to Purchaser with respect to each of the Acquired Companies described in such Acquired Companies Annex:

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date:

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Each Seller hereby jointly and severally represents and warrants to Purchaser as of the date hereof that:

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Section 4.1 Due Organization and Good Standing 24 Section 4.2 Capital Structure 24 Section 4.3 Financial Statements; No Undisclosed Liabilities 25 Section 4.4 Legal Proceedings 26 Section 4.5 Taxes 26 Section 4.6 Acquired Companies’ Contracts 29 Section 4.7 Compliance With Law 32 Section 4.8 Employees and Employee Benefit Plans 32 Section 4.9 Labor 34 Section 4.10 Personal Property; Sufficiency of Assets 34 Section 4.11 Real Property 34 Section 4.12 Environmental Matters 37 Section 4.13 Intellectual Property 38 Section 4.14 Affiliate Transactions 39 Section 4.15 Insurance 40 Section 4.16 Absence of Certain Changes 40 Section 4.17 Hedging 40 Section 4.18 Indebtedness; Credit Support Arrangements; Outstanding Payment Obligations 41 Section 4.19 Foreign Corrupt Practices Act 41 Section 4.20 Officers and Managers; Bank Accounts 41 Section 4.21 Turbine Warranties 41 Section 4.22 Regulatory Reporting 43 Section 4.23 Project Acquisitions 43 Section 4.24 No Other Representations 44

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. Subject to any disclosures in the Schedules, Seller represents and warrants to Buyer as of the Execution Date and as of the Closing Date (for the avoidance of doubt, to the extent any of the following representations or warranties refers to a state of affairs as of a specific date, such representation and warranty is made only with respect to such state of affairs as of such specific date):

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. The Sellers jointly and severally represent and warrant to Buyer that, except as otherwise expressly set forth in the correspondingly numbered Section of the Disclosure Schedule, the statements contained in this Article IV are true and correct as of the Closing.

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. The Seller and the Company each hereby represents and warrants to Buyer that, as of the Signing Date and as of the Closing:

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. 10 Section 3.1 Organization; Good Standing; Authorization; and Enforceability 10 Section 3.2 Conflicts; Consents of Third Parties 10 Section 3.3 Capitalization 11 Section 3.4 Subsidiaries 11 Section 3.5 Financial Statements 12 Section 3.6 Absence of Certain Developments 12 Section 3.7 Taxes 14 Section 3.8 Real Property 15 Section 3.9 Intellectual Property 16 Section 3.10 Material Contracts 17 Section 3.11 Employee Benefit Plans 18 Section 3.12 Labor 19 Section 3.13 Litigation 20 Section 3.14 Compliance with Laws; Permits 20 Section 3.15 Educational Matters 21 Section 3.16 Environmental Matters 21 Section 3.17 Fees and Expenses of Brokers and Others 22 Section 3.18 Insurance 22 Section 3.19 Personal Property 22 Section 3.20 Indebtedness; Transaction Expenses 22 Section 3.21 Related Party Transactions 22 Section 3.22 No Undisclosed Liabilities 23 ARTICLE IV REPRESENTATIONS AND WARRANTIES BY SELLER 23 Section 4.1 Organization and Good Standing 23 Section 4.2 Authorization; Enforceability 23 Section 4.3 Conflicts; Consents of Third Parties 23 Section 4.4 Capitalization; Ownership of Company Units; Purchased Loan 24 Section 4.5 Fees and Expenses of Brokers and Others 24 Section 4.6 Litigation 24 Section 4.7 No Other Representations or Warranties 24 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 25 Section 5.1 Organization and Good Standing 25 Section 5.2 Authorization 25 Section 5.3 Consents and Approvals; No Violations 25 Section 5.4 Brokers 25 Section 5.5 Litigation 26 Section 5.6 No Additional Representations 26 Section 5.7 Investment Intent 26 Section 5.8 Compliance with Laws 27

REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES. In order to induce the Buyer to enter into and perform this Agreement and to consummate the Contemplated Transactions, the Company, for itself and on behalf of the Acquired Companies, hereby represents and warrants to the Buyer as follows, in each case except as set forth on the Company Disclosure Schedule (with disclosures on one section of the Company Disclosure Schedule qualifying representations in non-corresponding sections of this Article III to the extent their applicability is reasonably apparent on its face):