The Company and the Subsidiaries. The Company and the Subsidiaries each (i) are a corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation, (ii) have all requisite power and authority, corporate and otherwise, to own, operate and lease its properties and assets and to conduct the Business as it is now being conducted by each entity. The Business is the only business conducted by the Company and the Subsidiaries. As set forth in SCHEDULE 3.1(b), each of the Company and the Subsidiaries is duly qualified to transact business as a foreign corporation and is in good standing under the laws of every state or jurisdiction in which the nature of their activities or of their properties (owned, leased or operated) makes such qualification necessary and in which the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
The Company and the Subsidiaries. (a) Each of the Company and the Subsidiaries (except for Cottonwood Energy Company LP and Cottonwood Technology Partners LP) is a limited liability company validly existing and in good standing under the Laws of the State of Delaware and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. Each of Cottonwood Energy Company LP and Cottonwood Technology Partners LP is a limited partnership validly existing and in good standing under the Laws of the State of Delaware and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. The Company and the Subsidiaries are each duly qualified, licensed or admitted to do business and are in good standing in the State of Delaware and each ProjectCo is duly qualified, licensed and admitted to do business and is in good standing in the jurisdictions set forth on Schedule 3.09(a), which are the only jurisdictions in which the ownership, use or leasing of their assets, or the conduct or nature of their business, makes such qualification, licensing or admission necessary, except in those jurisdictions where the failure to be so qualified, licensed or admitted to do business would not reasonably be expected to result in a Material Adverse Effect.
(b) All of the issued and outstanding Acquired Interests of the Company are owned directly, beneficially and of record by Seller free and clear of all Liens, except as set forth on Schedule 3.09(b). All of the issued and outstanding equity interests of Sterlington, BC Peaking, LA Generating, New Roads and Cottonwood are owned directly, beneficially and of record by the Company. All of the issued and outstanding equity interests of Bayou Peaking are owned directly, beneficially and of record by Bayou Cove. All of the issued and outstanding equity interests of those entities directly or indirectly owned by Cottonwood are owned beneficially and of record as more fully set forth on Schedule 1.01(a). All of the Acquired Interests have been duly authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with federal and state securities laws.
(c) There are no and have not been any material violations or breaches by any Company Entity or, to the Knowledge of Seller, any other party, to the Constitutive Documents. No Company Entity or, to the Knowledge of Seller, any other party, has given or received n...
The Company and the Subsidiaries. A.3.1 No indebtedness (actual or contingent), Liability or obligation in either direction and no Contract or arrangement is outstanding between any Company and/or any Subsidiary on the one hand and/or any Seller or Affiliate of any Seller on the other hand.
A.3.2 No Group Company has paid or declared any dividends or distributions between the Accounts Date and the Completion Date.
A.3.3 Other than the Subsidiaries, the Company has no subsidiaries and (a) does not hold or beneficially own nor has it agreed to acquire any shares of any Person; (b) is nor has agreed to become a member of any general partnership, private partnership or other unincorporated association, joint venture or consortium; (c) does not have any branch, agency, place of business or any permanent establishment outside the Netherlands; and/or (d) is not a party to any profit or income sharing arrangement.
A.3.4 The Company has neither agreed nor is obligated to make any future investment in or capital contribution to any other Person.
A.3.5 The Subsidiaries have no subsidiaries and (a) do not hold or beneficially own nor have they agreed to acquire any shares of any Person; (b) are nor have agreed to become a member of any general partnership, private partnership or other unincorporated association, joint venture or consortium; (c) do not have any branch, agency, place of business or any permanent establishment outside their jurisdiction of incorporation; and/or (d) are not a party to any profit or income sharing arrangement
A.3.6 None of the Non Investor Indemnifying Parties, nor any of its Affiliates has any direct or indirect interest in, or is engaged by, any company or business which competes with the Business.
The Company and the Subsidiaries. 2.1 The Company is duly organized and validly existing under Danish Law.
2.2 The Company has no subsidiaries other than the Subsidiaries as listed in Appendix 1.1(c) to the Agreement and except as Disclosed neither the Company nor the Subsidiaries have any ownership in any shares or other securities issued by any undertaking. Except as Disclosed, the Group Companies have no branch, place of business or permanent establishment outside Denmark.
The Company and the Subsidiaries. 3.1 Each of the Company and the Subsidiaries is duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated.
3.2 The Company has not, since incorporation, carried on any business or trade or incurred any liabilities (including actual, future, contingent unqualified or disputed liabilities), other than investment.
3.3 The Company does not own and has not owned since incorporation shares or other interests in any corporate or other body other than the Subsidiaries.
3.4 The Company does not act or carry on and has never acted or carried on business in partnership with any other person. The Company is not, and never has been, a member of any unincorporated body, undertaking or association.
3.5 The Company has not and never has entered into any contract, commitment or arrangement, whether written or otherwise and whether or not valid, binding or legally enforceable in accordance with its terms.
3.6 There is no Encumbrance on, over or affecting any of the assets of the Company, no agreement to create any Encumbrance has been made and no claim has been received by the Seller that any person is entitled to any Encumbrance.
The Company and the Subsidiaries. (a) Each of the Company, Holdings and HPR II is a limited liability company validly existing and in good standing under the Laws of the State of Delaware and each has full power and authority to conduct its business as and to the extent now conducted and to own, use and lease its assets. The Company, Holdings and HPR II are each duly qualified, licensed or admitted to do business and are in good standing in the State of Delaware and HPR II is duly qualified, licensed and admitted to do business and is in good standing in the State of California, which are the only jurisdictions in which the ownership, use or leasing of their assets, or the conduct or nature of their business, makes such qualification, licensing or admission necessary, except in those jurisdictions where the failure to be so qualified, licensed or admitted to do business would not reasonably be expected to result in a Material Adverse Effect.
(b) All of the issued and outstanding Acquired Interests of the Company are owned directly, beneficially and of record by Seller free and clear of all Liens, except as set forth on Schedule 3.09(b). The issued and outstanding equity interests of Holdings are owned directly, beneficially and of record by the Company. The issued and outstanding equity interests of HPR II are owned directly, beneficially and of record by Holdings. All of the Acquired Interests have been duly authorized, validly issued and are fully paid and non-assessable and have been issued in compliance with federal and state securities laws.
(c) There are no and have not been any material violations or breaches by Seller, the Company or any Subsidiary or, to the Knowledge of Seller, any other party, to the Constitutive Documents. None of Seller, the Company or any Subsidiary or, to the Knowledge of Seller, any other party, has given or received notice or other communication regarding any actual, alleged, possible or potential material violation or material breach of any Constitutive Document since the date of formation with respect to the Company and Holdings and since the Acquisition Closing Date with respect to HPR II.
(d) There are no outstanding Options issued or granted by, or binding upon, the Company or any Subsidiary for any Person to purchase or sell or otherwise acquire or dispose of any equity interest or other security or interest in the Company or any Subsidiary, other than Purchaser’s rights under this Agreement. Except as set forth on Schedule 3.09(d), none of the Acqui...
The Company and the Subsidiaries. The Sellers hereby represent and warrant to the Purchasers as follows:
The Company and the Subsidiaries. 29 SCHEDULE 3........................................................................................40
The Company and the Subsidiaries. 3.1 The Company is validly incorporated, in existence and good standing and duly registered under the laws of its country of incorporation.
3.2 No administrator, receiver or statutory manager has been appointed in respect of the whole or part of the assets and undertaking of the Company.
3.3 The Company is not in liquidation and no order has been made or effective resolution passed for the liquidation or winding up of the Company.
3.4 The Company is the sole legal and beneficial owner, directly or indirectly, of each of the Subsidiaries other than the Non-wholly Owned Subsidiary.
3.5 Except for the consents, approvals and authorizations from the Antitrust Bureau of MOFCOM provided in Clause 4.1, so far as the Vendors are aware, as relates to the Vendors and the Company, the execution and delivery of, and the performance by the relevant Vendor of its obligations under, the Transaction Documents to which it is a party requires no action by or in respect of, filing with, or authorization, approval or consent of, any Authority or any consent or waiver by any third party.
The Company and the Subsidiaries of the Company listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”);
