Holding’s Representations and Warranties. Holding hereby represents and warrants, as of the Effective Date, to Seller as follows:
Holding’s Representations and Warranties. Holding hereby represents and warrants, as of the Effective Date, to Haverhill as follows:
Holding’s Representations and Warranties. Holdings represents and warrants to Sellers that:
Holding’s Representations and Warranties. Holdings represents and warrants that:
a. Holdings has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.
b. The Holdings Shares have been duly authorized and, when issued and delivered to Subscriber against cancellation of the Holdings Shares in accordance with the terms of the Merger Agreement and registered with the Transfer Agent, the Holdings Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Holdings’ certificate of incorporation and bylaws or under the laws of the State of Delaware.
c. The Transaction Documents have been duly authorized, executed and delivered by Holdings and, assuming that the Transaction Documents constitute the valid and binding agreement of the other parties thereto, are valid and binding obligations of Holdings, and are enforceable against it in accordance with their terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.
d. The execution, delivery and performance of this Subscription Agreement and the other Transaction Documents, including the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Holdings pursuant to the terms of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Holdings is a party or by which Holdings is bound or to which any of the property or assets of Holdings is subject; (ii) the organizational documents of Holdings; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over Holdings or any of its properties that, in the case of clauses (i) and (iii), would ...
Holding’s Representations and Warranties. In order to induce the Shareholders to enter into this Agreement, Holdings hereby represents and warrants to each of the Shareholders as follows:
Holding’s Representations and Warranties. Holdings hereby represents and warrants to the Company that, as of the Closing Date:
Holding’s Representations and Warranties i. Holdings represents and warrants that:
(a) Following the completion of the transaction described in section IV.B.3.b of the Plan, Holdings will either (i) continue one or more significant historic businesses of PMI in a manner that satisfies the requirements of Treas. Reg. Sec. 1.368-1(d)(2) or (ii) use a significant portion of PMI's historic business assets in the conduct of a trade or business in a manner that satisfies the requirements of Treas. Reg. Sec. 1.368-1(d)(3).
(b) None of Holdings, its officers, directors, or subsidiaries has any plan or intention to take any action, or fail to take any action, that would result in Holdings' failure to satisfy the continuity of business enterprise requirement of Treas. Reg. Sec. 1.368-1(d) with respect to the transaction described in section IV.B.3.b of the Plan.
ii. If gain is recognized by PMI in connection with the transaction described in section IV.B.3.b of the Plan that, but for a violation of the immediately preceding warranty and representation by Holdings, would not have been recognized by PMI, then, any provision of this Agreement to the contrary
Holding’s Representations and Warranties. Holdings represents and warrants to Parent that:
(a) Holdings is a limited liability company duly organized, existing and in good standing, under the laws of its state of organization.
(b) Holdings has all necessary limited liability company power and authority to enter into and perform (x) this Agreement and (y) all documents and instruments to be executed by Holdings pursuant to this Agreement (collectively, "Holdings' Ancillary Documents"). The execution, delivery and performance of this Agreement and Holdings' Ancillary Documents by Holdings and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the board of managers or a duly appointed committee of the board of managers of Holdings; and no other limited liability company proceedings are necessary on the part of Holdings to authorize the execution, delivery and performance of this Agreement by Holdings and the consummation by Holdings of the transaction contemplated hereby. This Agreement has been duly executed and delivered by Holdings and constitutes a legal, valid and binding agreement of Holdings, enforceable against Holdings in accordance with its terms.
(c) Except for the notifications, applications and filings listed in Schedule 2.2(c) (the "European Filings"), no consent, authorization, order or approval of, notice to, or filing or registration with, any governmental authority is required for the execution, delivery and performance by Holdings of this Agreement. No representation is made pursuant to this Section 2.2(c) or 2.2
(d) as to any consent, authorization, notice, order, approval, filing, registration or any violation, conflict or breach which arises by reason of the regulatory status of Parent or the Subsidiaries or by reason of any facts pertaining to any of them.
Holding’s Representations and Warranties. (a) As of the date hereof, Holdings hereby represents and warrants that:
Holding’s Representations and Warranties. Holdings represents and warrants to the Shareholders that the following statements are true and correct upon execution of this Agreement and at all times through the Closing (defined in Section 4, below):
(a) Due Organization and Qualification. Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified in every jurisdiction where the nature of the business requires it to be so qualified and where failure to so qualify would materially and adversely affect its business or assets. Holdings has all corporate power and authority necessary to execute, perform and carry out this Agreement and all of the transactions contemplated hereunder and all of the other documents contemplated hereunder to be executed by Holdings. This Agreement has been duly authorized, executed and delivered by Holdings and is a valid and binding obligation of Holdings enforceable against Holdings in accordance with its terms subject to bankruptcy proceedings and the imposition of legal and equitable remedies.
