ALL SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED PURSUANT TO AND IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES APPLIED ON A CONSISTENT BASIS.
ALL OTHER FINANCIAL INFORMATION AND
STATEMENTS OF EXPERIENCE AND QUALIFICATIONS OF BUYER AND BUYER'S PARENT
HERETOFORE FURNISHED BY BUYER OR BUYER'S PARENT TO SELLER IN CONNECTION WITH THE
EVALUATION, NEGOTIATION, REVIEW AND APPROVAL OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS.
BUYER HAS SUFFICIENT FINANCIAL RESOURCES, WHEN COMBINED WITH THE
ASSETS TO BE TRANSFERRED TO THE BUYER NDF AND THE BUYER QDF, AND SUFFICIENT
EXPERTISE AND KNOW-HOW TO PERFORM ITS OBLIGATIONS UNDER THE LEASE AGREEMENT,
INCLUDING
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DECOMMISSIONING AND SITE RESTORATION IN COMPLIANCE WITH THE LEASE AGREEMENT AND
APPLICABLE LAW ON OR BEFORE THE TARGET COMPLETION DATE AND TO ACHIEVE END STATE
CONDITIONS THEREAFTER.
THE DOCUMENTS FILED WITH OR FURNISHED TO THE SEC BY
GUARANTOR, AS OF THE DATES ON WHICH THEY WERE FILED OR FURNISHED, DID NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
5.2.
AUTHORITY RELATIVE TO THIS AGREEMENT.
Each of Buyer, Buyer's Parent and Guarantor has full corporate power and
authority to execute and deliver this Agreement and the Ancillary Agreements, as
applicable, and to consummate the transactions contemplated hereby or thereby.
The execution and delivery of this Agreement and the Ancillary Agreements as
applicable, and the consummation of the transactions contemplated hereby or
thereby, will have been duly and validly authorized by all necessary corporate
action required on the part of each of Buyer, Buyer's Parent and Guarantor, and
no other corporate proceedings on the part of Buyer, Buyer's Parent or Guarantor
are necessary to authorize this Agreement and the Ancillary Agreements, as
applicable, or to consummate the transactions contemplated hereby or thereby.
This Agreement has been duly and validly executed and delivered by each of
Buyer, Buyer's Parent and Guarantor, and assuming that this Agreement
constitutes a valid and binding agreement of Seller and subject to the receipt
of the Required Regulatory Approvals, constitutes a valid and binding agreement
of each of Buyer, Buyer's Parent and Guarantor, enforceable against each of
Buyer, Buyer's Parent and Guarantor in accordance with its terms.
Each of the
Ancillary Agreements to which Buyer, Buyer's Parent or Guarantor is a party,
when executed and delivered at the Closing by Buyer, Buyer's Parent and/or
Guarantor, as applicable, will constitute a valid and binding agreement of
Buyer, Buyer's Parent and/or Guarantor, as applicable, enforceable against
Buyer, Buyer's Parent and Guarantor, as applicable, in accordance with its
terms.
5.3.
CONSENTS AND APPROVALS; NO VIOLATION.
5.3.1.
SUBJECT TO THE RECEIPT OF THE THIRD-PARTY CONSENTS SET FORTH IN
SCHEDULE 5.3.1 AND THE REQUIRED REGULATORY APPROVALS, NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE ANCILLARY AGREEMENTS BY BUYER, BUYER'S PARENT
OR GUARANTOR, AS APPLICABLE, NOR THE CONSUMMATION OF