CORPORATE OR OTHERWISE.
4.12
TAXES.
THE COMPANY HAS FILED ALL FEDERAL, STATE AND LOCAL TAX RETURNS
REQUIRED TO BE FILED BY IT, ALL SUCH TAX RETURNS ARE CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS AND, EXCEPT AS DISCLOSED ON SCHEDULE 4.12, THE COMPANY HAS
DULY PAID ALL TAXES SHOWN TO BE DUE ON SUCH TAX RETURNS AND THERE ARE NO CLAIMS
OR ENCUMBRANCES AGAINST THE COMPANY OR ANY OF ITS ASSETS DUE TO ANY UNPAID
TAXES.
THE PROVISIONS FOR TAXES REFLECTED IN THE INTERIM BALANCE SHEET ARE
REASONABLE.
THERE ARE NO PENDING ACTIONS OR PROCEEDINGS FOR THE ASSESSMENT OR
COLLECTION OF TAXES FROM THE COMPANY AND, EXCEPT AS DISCLOSED ON SCHEDULE 4.12,
THERE IS CURRENTLY NO ACTIVE OR ONGOING TAX AUDIT.
4.13
NYISO.
THE ASSETS PARTICIPATE IN THE ENERGY AND CAPACITY MARKETS AND
CERTAIN ANCILLARY SERVICES MARKETS OF THE NYISO THROUGH SELLER'S AFFILIATE,
MIRANT ENERGY TRADING, LLC.
THE ASSETS CURRENTLY ARE NOT ELIGIBLE TO
PARTICIPATE IN CERTAIN ANCILLARY SERVICE MARKETS OF THE NYISO, INCLUDING VOLTAGE
SUPPORT, REGULATION, AND BLACK START SERVICES.
4.14
BANK ACCOUNTS.
SCHEDULE 4.14 SETS FORTH THE NAMES OF ALL BANKS, TRUST
COMPANIES, SAVINGS AND LOAN ASSOCIATIONS, BROKERAGE HOUSES AND OTHER FINANCIAL
INSTITUTIONS AT WHICH THE COMPANY MAINTAINS ACCOUNTS OF ANY NATURE, AND THE
NAMES OF ALL INDIVIDUALS AUTHORIZED TO DRAW THEREON OR MAKE WITHDRAWALS
THEREFROM.
19
4.15
COMPLIANCE WITH LAW.
EXCEPT AS SET FORTH ON SCHEDULE 4.15 OR OTHERWISE
IN THIS AGREEMENT AND THE SCHEDULES HERETO, TO THE KNOWLEDGE OF SELLER, THE
COMPANY IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL LAWS, ORDINANCES,
REGULATIONS, AND ORDERS APPLICABLE TO THEM, THE FAILURE WITH WHICH TO COMPLY
WOULD HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT AS SET FORTH ON SCHEDULE 4.15, TO
THE KNOWLEDGE OF SELLER, ALL LICENSES, FRANCHISES, PERMITS AND OTHER
GOVERNMENTAL APPROVALS HELD BY THE COMPANY ARE VALID AND SUFFICIENT TO PERMIT
THE OPERATIONS THEREOF EXCEPT WHERE THE FAILURE TO HOLD SUCH LICENSES,
FRANCHISES, PERMITS AND OTHER GOVERNMENTAL APPROVALS WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
4.16
MATERIAL CONTRACTS; CONTRACTS WITH AFFILIATES.
SCHEDULE 4.16 LISTS
EACH MATERIAL, WRITTEN CONTRACT OR AGREEMENT OF THE COMPANY THAT CANNOT BE
TERMINATED ON NOTICE OF THIRTY (30) DAYS OR LESS (EACH OF WHICH IS HEREIN
REFERRED TO AS A "MATERIAL CONTRACT") OTHER THAN REAL PROPERTY LEASES, EASEMENTS
AND LICENSES REFERRED TO IN SECTION 4.09, BUT DOES NOT LIST CONTRACTS OR
AGREEMENTS THE ABSENCE OF WHICH WOULD NOT HAVE A MATERIAL ADVERSE AFFECT.
EXCEPT AS SET FORTH ON SCHEDULES 4.09 AND 4.16 AND EXCEPT WITH RESPECT TO
DEFAULTS BASED UPON THE FILING OF THE BANKRUPTCY CASE, TO THE KNOWLEDGE OF
SELLER, WITH RESPECT TO THE MATERIAL CONTRACTS, THERE IS NO EXISTING DEFAULT OR
EVENT OF DEFAULT BY THE COMPANY OR ANY EVENT WHICH, WITH OR WITHOUT DUE NOTICE
OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT OR EVENT OF DEFAULT BY THE
COMPANY, EXCEPT SUCH DEFAULTS, EVENTS OF DEFAULT AND OTHER EVENTS WHICH, EITHER
INDIVIDUALLY OR COLLECTIVELY, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT. EXCEPT
AS SET FORTH ON