REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF BUYER. As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Seller and agrees as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof.
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Sellers, as of the date hereof and as of the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company:
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and warrants to Seller as of the Effective Date as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Company and the Seller, both as of the date of this Agreement and as of the date of the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER. 45 Section 4.1 Organization and Existence 45 Section 4.2 Authority and Enforceability 45 Section 4.3 Noncontravention 46 Section 4.4 Legal Proceedings 46 Section 4.5 Compliance with Laws 46 Section 4.6 Brokers 46 Section 4.7 Availability of Funds 46 Section 4.8 Qualified Buyer 47 Section 4.9 Governmental Approvals 47 Section 4.10 WARN Act 47 Section 4.11 Independent Investigation 47 Section 4.12 Disclaimer Regarding Projections 47 ARTICLE V COVENANTS 48 Section 5.1 Closing Conditions 48 Section 5.2 Notices, Consents; Approvals 48 Section 5.3 Assigned Contracts 51 Section 5.4 Access of Buyer and Seller 54 Section 5.5 Conduct of Business Pending the Closing 56 Section 5.6 Termination of Certain Services and Contracts; Transition Matters 58 Section 5.7 Seller Marks 59 Section 5.8 Employee Matters 60 Section 5.9 ISO-NE and NEPOOL Matters 66 Section 5.10 Post-Closing Operations 67 Section 5.11 Post-Closing Environmental Matters 67 Section 5.12 Transfer Taxes; Expenses 67 Section 5.13 Tax Matters 67 Section 5.14 Further Assurances 68 Section 5.15 Schedule Modifications During the Interim Period and Updates 69 Section 5.16 Casualty 70 Section 5.17 Condemnation 70 Section 5.18 Confidentiality 71 Section 5.19 Public Announcements 71 Section 5.20 Mercury Removal Contract 71 ARTICLE VI CONDITIONS TO CLOSING 71 Section 6.1 Buyer’s Conditions to Closing 71 Section 6.2 Seller’s Conditions to Closing 73 ARTICLE VII INDEMNIFICATION; LIMITATIONS OF LIABILITY AND WAIVERS 74 Section 7.1 Survival 74 Section 7.2 Indemnification by Seller 74 Section 7.3 Indemnification by Buyer 74 Section 7.4 Certain Limitations and Provisions 75 Section 7.5 Indemnification Procedures 77 Section 7.6 Tax Treatment of Indemnification Payments 78
