Common use of Corporation Representations and Warranties Clause in Contracts

Corporation Representations and Warranties. In connection with the issuance and sale by the Corporation to the Executive of the Restricted Stock, the Corporation represents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, it has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (ii) the Corporation has all requisite power and authority to execute and deliver this Agreement and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, and the transactions contemplated thereby. This Agreement has been duly authorized by all necessary action on the part of the Corporation, has been duly executed and delivered by the Corporation and constitutes the valid and legally binding obligation of the Corporation, enforceable in accordance with its terms and conditions, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) the authorization, issuance, sale and delivery of the Restricted Stock, when issued in accordance with this Agreement, will be duly authorized by all requisite action of the Corporation’s Board of Directors. The Restricted Stock, when issued in accordance with this Agreement, will be validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, free and clear of any liens and restrictions created by or through the Corporation whatsoever other than those contained in the Plan and this Agreement;

Corporation Representations and Warranties. In connection with the issuance and sale by the Corporation to the Executive By its acceptance of the Restricted Stockthis subscription, the Corporation represents hereby represents, warrants, agrees and warrants confirms to the undersigned that: (ia) it The officer executing this Subscription Agreement is a corporation authorized to so sign; the Corporation is authorized by its certificate of incorporation and by-laws to accept this Subscription Agreement; and the execution and delivery hereof by the Corporation and the consummation by the Corporation of the transactions contemplated hereby have been duly authorized by all necessary corporate action . (b) The Corporation is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation, it and has full all requisite corporate power and authority to execute, deliver own and perform this Agreement operate its properties and to consummate carry on its business as now conducted and proposed to be conducted. (c) The authorized capital stock of the transactions contemplated herebyCorporation consists of 35,000,000 shares of Holdco Common Stock, and 2,000,000 shares of preferred stock, $1.00 par value. As of the executiondate hereof, delivery and performance by it there are no subscriptions, warrants or options to which the Corporation is bound relating to the issuance or purchase of any shares of Holdco Common Stock, except agreements substantially in the form of this Agreement and Subscription Agreement, or in the consummation form of the transactions contemplated hereby have been duly authorized Subscription Agreement (Cash Contribution) executed by all necessary corporate action; the undersigned) (ii) none of which the Corporation has intends to accept except contemporaneously with all requisite power other such subscriptions to be accepted by the Corporation), and authority arrangements with the holders of indebtedness of ERS (substantially in the form disclosed to execute and deliver this Agreement and any the undersigned), but subject to such determinations as may be made by the Board of Directors of the Corporation acting in the interests of all stockholders (and all instruments necessary or appropriate subscribers to Holdco Common Stock), taken in their entirety (it being acknowledged, without limitation, that the Merger Agreement may provide for the assumption by the Corporation of stock options issued by ERS, and that the Corporation may issue additional shares of Holdco Common Stock, for cash, in order to effectuate fully provide funds for application under the terms and conditions Merger Agreement to the conversion of this Agreementshares of ERS Common Stock issued upon exercise of options prior to closing under such agreement). The Securities, and the transactions contemplated thereby. This Agreement has been duly authorized by all necessary action on the part of the Corporation, has been duly executed and delivered by the Corporation and constitutes the valid and legally binding obligation of the Corporation, enforceable in accordance with its terms and conditions, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) the authorization, issuance, sale and delivery of the Restricted Stock, when issued upon payment therefor in accordance with this Subscription Agreement, will shall be duly authorized by all requisite action authorized, validly issued and fully paid and non-assessable. (d) As of the Corporation’s Board date hereof, the authorized capital stock of Directors. The Restricted ERS consists of 35,000,000 shares of ERS Common Stock, when issued in accordance with this Agreement, will be validly of which approximately 21,345,383 shares are issued and outstanding, fully paid and nonassessable2,000,000 shares of preferred stock, $1.00 par value, of which 40,000 shares are designated Series A-1 Convertible Preferred Stock, 39,985 shares of which are issued and outstanding. As of the date hereof, there are no subscriptions, warrants, options, calls, commitments by or agreements to which the Corporation is bound relating to the issuance or purchase of any shares of ERS Common Stock, except for (i) warrants, exercisable with respect to an aggregate of 2,538,258 shares of ERS Common Stock; (ii) options, exercisable with respect to an aggregate of approximately 2,903,384 shares of ERS Common Stock issuable pursuant to ERS' 1993 Employee Stock Option Plan (the "Employee Plan"); and (iii) options, exercisable with respect to an aggregate of 120,000 shares of ERS Common Stock issuable pursuant to the ERS' 1993 Director Stock Option Plan (together with the Employee Plan, the "Plans"). The Corporation has entered into irrevocably proxies, substantially in the form of Exhibit A, with no personal liability attaching to the ownership thereof, free and clear holders of any liens and restrictions created by or through in excess of 50% of the Corporation whatsoever other than those contained in shares of ERS Common Stock outstanding on the Plan and this Agreement;date hereof.

Corporation Representations and Warranties. In connection with the issuance and sale by the Corporation to the Executive of the Restricted Stock, the Corporation represents and warrants that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, it has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; (ii) the Corporation has all requisite power and authority to execute and deliver this Agreement and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, and the transactions contemplated thereby. This Agreement has been duly authorized by all necessary action on the part of the Corporation, has been duly executed and delivered by the Corporation and constitutes the valid and legally binding obligation of the Corporation, enforceable in accordance with its terms and conditions, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles; (iii) the authorization, issuance, sale and delivery of the Restricted Stock, when issued in accordance with this Agreement, will be duly authorized by all requisite action of the Corporation’s 's Board of Directors. The Restricted Stock, when issued in accordance with this Agreement, will be validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, free and clear of any liens and restrictions created by or through the Corporation whatsoever other than those contained in the Plan and this Agreement;