Common use of Fundamental Warranties Clause in Contracts

Fundamental Warranties. 6.1 Each Seller severally warrants (in respect of themselves only) to UM that each of the Fundamental Warranties is true and accurate as at the Completion Date: (a) in respect of each Seller which is a body corporate, it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the Completion Date; (b) it has the legal right and full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is party; (c) this Agreement and each other Transaction Document will, when executed, constitute valid and binding obligations on it, in accordance with its terms; (d) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document; (e) there are no: (i) judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or, in respect of each Seller which is a body corporate, any of its respective Affiliates; (ii) law suits, actions or proceedings pending or, to the knowledge of that Seller, threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates; or (iii) investigations by any Governmental Authority which are pending or threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates, and which, in any such case, will have a material adverse effect on the ability of it to lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it; (f) the execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is party will not: (i) result in a breach of, or constitute a default under its Constitution; (ii) result in a breach of, or constitute a default under, any material agreement or arrangement to which it is a party or by which it is bound; or (iii) result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or decree of any Governmental Authority in any relevant jurisdiction, in each case, other than any such breaches or defaults that individually or in the aggregate would not impair in any material respect the ability of the Seller to perform its obligations under this Agreement, or prevent or materially impede or materially delay the consummation of the transactions contemplated hereunder; (g) it is not, nor will the consummation of the transactions contemplated by the Transaction Documents cause it to become, insolvent or bankrupt under any laws applicable to it, nor is it unable to pay its debts as they fall due, nor has any arrangement (whether by court proceedings or otherwise) been proposed under which its creditors (or any group of them) could receive less than the amounts due to them nor are any proceedings in relation to any compromise or arrangement with creditors, any winding up, bankruptcy or other insolvency proceedings concerning it (or any of its assets or interests) are current, pending or threatened; (h) the Sale Shares set out opposite its name in column (4) of the table in Schedule 1: (i) comprise all of the shares it owns in the Company; and (ii) have been properly and validly allotted and issued and are each fully paid up, and other than such Sale Shares, it does not own any other equity, debt or hybrid securities, including any debentures, warrants, options, rights of conversion, exchange or subscription, or any other interests issued or issuable with respect to the foregoing which remain outstanding and unexercised as at the Completion Date; (i) it is only entitled to the UM Shares set out opposite its name in column (5) of the table in Schedule 1 in connection with the Contribution and no other Ordinary Shares; and (j) other than the Sale Shares, the Company has not issued any other equity, debt or hybrid securities, including any debentures, warrants, options, rights of conversion, exchange or subscription, or any other interests issued or issuable with respect to the foregoing which remain outstanding and unexercised as at the Completion Date.

Fundamental Warranties. 6.1 Each 8.1 The Buyer warrants to the Seller severally warrants (in respect of themselves only) to UM that each of the Fundamental Warranties is true and accurate as at the Completion Datedate of this agreement: (a) in respect the Buyer has full capacity, power and authority to execute this agreement and each of each Seller the other Transactions Documents to which it is a body corporateparty, and to assume and perform the obligations expressed to be assumed by it hereunder and thereunder and, save as set out in or contemplated by this agreement, all consents and approvals of any other persons required therefor have been duly obtained; (b) the Buyer is validly a public limited company duly incorporated, in existence duly organised and duly registered validly existing under the laws of its jurisdiction country of incorporation and has full power to conduct its business as conducted at the Completion Date; (b) it has the legal right and full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is partybeen in continuous existence since incorporation; (c) the execution by the Buyer of this Agreement agreement and each of the other Transaction Document willTransactions Documents to which it is a party, when executedand the performance by the Buyer of its obligations hereunder and thereunder, constitute does not and will not breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents, or result in a breach of any laws or regulations in its jurisdiction of incorporation or in any other applicable jurisdiction, or of any order, decree or judgment of any court or any governmental or regulatory authority in its jurisdiction of incorporation or in any other applicable jurisdiction; (d) the obligations expressed to be assumed by the Buyer under this agreement and each of the other Transactions Documents to which it is a party are or will be (as the case may be) legal, valid and binding obligations on it, enforceable against it in accordance with its terms; (d) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document; (e) there are no: (i) judgmentsno order has been made, orderspetition presented, injunctions or decrees of any Governmental Authority outstanding or affecting it or, in respect of each Seller which is meeting convened to consider a body corporate, any of its respective Affiliates; (ii) law suits, actions or proceedings pending or, to the knowledge of that Seller, threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates; or (iii) investigations by any Governmental Authority which are pending or threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates, and which, in any such case, will have a material adverse effect on the ability of it to lawfully execute and deliverresolution, or performresolution passed, its obligations under this Agreement for the winding up or any for the appointment of an administrator, liquidator, receiver, or trustee in bankruptcy of the documents referred Buyer (and no action has been taken in relation to in it; (f) the execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is party will not: (i) result in a breach of, or constitute a default under its Constitution; (ii) result in a breach of, or constitute a default under, any material agreement or arrangement to which it is a party or by which it is bound; or (iii) result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or decree of any Governmental Authority in any relevant jurisdiction, in each case, other than any such breaches or defaults that individually or in the aggregate would not impair in any material respect the ability of the Seller to perform its obligations under this Agreement, or prevent or materially impede or materially delay the consummation of the transactions contemplated hereunder; (g) it is not, nor will the consummation of the transactions contemplated by the Transaction Documents cause it to become, insolvent or bankrupt under any laws applicable to itappointment), nor is it the Buyer the subject of any analogous insolvency, reorganisation or similar proceedings anywhere in the world (or other process whereby the business is terminated and the assets of the Buyer are distributed amongst creditors or shareholders or any other contributors), nor is the Buyer insolvent or unable to pay its debts as they fall due; (f) in connection with the Transaction, nor the Buyer has not, directly or indirectly, given, promised, offered or authorised, or accepted, requested, received or agreed to receive, any arrangement payment, gift, reward, rebate, contribution, commission, incentive, inducement or advantage to or from any person, in contravention of Anti-Bribery and Corruption Laws; and (whether g) the Buyer is classified as a corporation for U.S. federal income tax purposes. 8.2 Subject to the limitations in schedule 2, the Seller warrants to the Buyer that as at the date of this agreement: (a) the Seller has full capacity, power and authority to execute this agreement and each of the other Transactions Documents to which it is a party, and to assume and perform the obligations expressed to be assumed by it hereunder and thereunder and, save as set out in or contemplated by this agreement, all consents and approvals of any other persons required therefor have been duly obtained; (b) the Seller is a company with limited liability duly incorporated, duly organised and validly existing under the laws of the United Kingdom and has been in continuous existence since incorporation; (c) the execution by the Seller of this agreement and each of the other Transactions Documents to which it is a party, and the performance by the Seller of its obligations hereunder and thereunder, does not and will not breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents, or result in a breach of any laws or regulations in its jurisdiction of incorporation or in any other applicable jurisdiction, or of any order, decree or judgment of any court proceedings or otherwise) been proposed under which its creditors (or any group governmental or regulatory authority in its jurisdiction of themincorporation or in any other applicable jurisdiction; (d) could receive less than the amounts due obligations expressed to them nor be assumed by the Seller under this agreement and each of the other Transactions Documents to which it is a party are any proceedings or will be (as the case may be) legal, valid and enforceable against it in accordance with its terms; (e) no order has been made, petition presented, meeting convened to consider a resolution, or resolution passed, for the winding up or for the appointment of an administrator, liquidator, receiver, or trustee in bankruptcy of the Seller (and no action has been taken in relation to such appointment), nor is the Seller the subject of any compromise analogous insolvency, reorganisation or arrangement with creditors, any winding up, bankruptcy similar proceedings anywhere in the world (or other insolvency proceedings concerning it (process whereby the business is terminated and the assets of the Seller are distributed amongst creditors or shareholders or any other contributors), nor is the Seller insolvent or unable to pay its debts as they fall due; (f) the Seller is the sole legal and beneficial owner of its assets or intereststhe Shares; (g) the legal and beneficial holder of the issued share capital of each of WPD plc, WPD Investment Holdings Limited, WPD Distribution Network Holdings Limited and each of the DNOs is as set out in the Schedule of Particulars and in each case such shares are current, pending or threatenedheld free from any Encumbrance; (h) in connection with the Sale Shares set out opposite its name in column (4) of Transaction, the table in Schedule 1: (i) comprise all of the shares it owns in the Company; and (ii) have been properly and validly allotted and issued and are each fully paid upSeller has not, and other than such Sale Sharesdirectly or indirectly, it does not own any other equitygiven, debt promised, offered or hybrid securities, including any debentures, warrants, options, rights of conversion, exchange or subscriptionauthorised, or accepted, requested, received or agreed to receive, any other interests issued payment, gift, reward, rebate, contribution, commission, incentive, inducement or issuable with respect advantage to the foregoing which remain outstanding or from any person, in contravention of Anti-Bribery and unexercised as at the Completion DateCorruption Laws; (i) it the Company has not allotted any shares other than the Shares, the Shares are fully paid or credited as fully paid and there is only entitled no Encumbrance in relation to the UM Shares set out opposite its name in column (5) any of the table in Schedule 1 in connection with the Contribution and no other Ordinary Shares; and (j) other than this agreement, or as set out in the Sale Sharesarticles of association of the Company, there is no agreement, arrangement or obligation requiring the allotment, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, sale, transfer, conversion, redemption or repayment of, a share in the capital of the Company (including an option or right of pre-emption or conversion). 8.3 National Grid warrants to the Seller that as at the date of this agreement: (a) National Grid has not issued full capacity, power and authority to execute this agreement, and to assume and perform the obligations expressed to be assumed by it hereunder and thereunder and, save as set out in or contemplated by this agreement, all consents and approvals of any other equitypersons required therefor have been duly obtained; (b) National Grid is a public limited company duly incorporated, debt duly organised and validly existing under the laws of its country of incorporation and has been in continuous existence since incorporation; (c) the execution by National Grid of this agreement, and the performance by National Grid of its obligations hereunder, does not and will not breach any provision of its memorandum and articles of association, by-laws or hybrid securitiesequivalent constitutional documents, including or result in a breach of any debentureslaws or regulations in its jurisdiction of incorporation or in any other applicable jurisdiction, warrantsor of any order, optionsdecree or judgment of any court or any governmental or regulatory authority in its jurisdiction of incorporation or in any other applicable jurisdiction; (d) the obligations expressed to be assumed by National Grid under this agreement are or will be (as the case may be) legal, rights valid and enforceable against it in accordance with its terms; (e) no order has been made, petition presented, meeting convened to consider a resolution, or resolution passed, for the winding up or for the appointment of conversionan administrator, exchange liquidator, receiver, or subscriptiontrustee in bankruptcy of National Grid (and no action has been taken in relation to such appointment), nor is National Grid the subject of any analogous insolvency, reorganisation or similar proceedings anywhere in the world (or other process whereby the business is terminated and the assets of National Grid are distributed amongst creditors or shareholders or any other interests issued contributors), nor is National Grid insolvent or issuable unable to pay its debts as they fall due; and (f) in connection with respect the Transaction, National Grid has not, directly or indirectly, given, promised, offered or authorised, or accepted, requested, received or agreed to the foregoing which remain outstanding receive, any payment, gift, reward, rebate, contribution, commission, incentive, inducement or advantage to or from any person, in contravention of Anti-Bribery and unexercised as at the Completion DateCorruption Laws.

Fundamental Warranties. 6.1 Each Seller severally warrants (in respect of themselves only) to UM that each of the Fundamental Warranties is true and accurate as at the Completion Date: (a) in respect of each Seller which is a body corporate, it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the Completion Date; (b) it has the legal right and full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is party; (c) this Agreement and each other Transaction Document will, when executed, constitute valid and binding obligations on it, in accordance with its terms; (d) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document; (e) there are no: (i) judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or, in respect of each Seller which is a body corporate, any of its respective Affiliates; (ii) law suits, actions or proceedings pending or, to the knowledge of that Seller, threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates; or (iii) investigations by any Governmental Authority which are pending or threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates, and which, in any such case, will have a material adverse effect on the ability of it to lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it; (f) the execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is party will not: (i) result in a breach of, or constitute a default under its Constitution; (ii) result in a breach of, or constitute a default under, any material agreement or arrangement to which it is a party or by which it is bound; or (iii) result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or decree of any Governmental Authority in any relevant jurisdiction, in each case, other than any such breaches or defaults that individually or in the aggregate would not impair in any material respect the ability of the Seller to perform its obligations under this Agreement, or prevent or materially impede or materially delay the consummation of the transactions contemplated hereunder; (g) it is not, nor will the consummation of the transactions contemplated by the Transaction Documents cause it to become, insolvent or bankrupt under any laws applicable to it, nor is it unable to pay its debts as they fall due, nor has any arrangement (whether by court proceedings or otherwise) been proposed under which its creditors (or any group of them) could receive less than the amounts due to them nor are any proceedings in relation to any compromise or arrangement with creditors, any winding up, bankruptcy or other insolvency proceedings concerning it (or any of its assets or interests) are current, pending or threatened; (h) the Sale Contribution Shares set out opposite its name in column (4) of the table in Schedule 1: (i) comprise all of the shares it owns in the Company; and (ii) have been properly and validly allotted and issued and are each fully paid up, and other than such Sale Contribution Shares, it does not own any other equity, debt or hybrid securities, including any debentures, warrants, options, rights of conversion, exchange or subscription, or any other interests issued or issuable with respect to the foregoing which remain outstanding and unexercised as at the Completion Date; (i) it is only entitled to the UM Shares set out opposite its name in column (5) of the table in Schedule 1 in connection with the Contribution and no other Ordinary Shares; and (j) other than the Sale Contribution Shares, the Company has not issued any other equity, debt or hybrid securities, including any debentures, warrants, options, rights of conversion, exchange or subscription, or any other interests issued or issuable with respect to the foregoing which remain outstanding and unexercised as at the Completion Date.