NWA Corp is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
NWA Corp has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by NWA Corp. of this Agreement and the performance of the transactions herein contemplated to be performed by NWA Corp. have been duly authorized by the Board of Directors and no further corporate action on the part of NWA Corp. is necessary to authorize this Agreement and the performance of such transactions. This Agreement has been duly executed and delivered by NWA Corp. and, assuming due authorization, execution and delivery by BTNY, constitutes the legal, valid and binding agreement of NWA Corp., enforceable against NWA Corp. in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding at law or in equity).
NWA Corp and KLM will attempt to agree on the value of securities or other property described in clause (iii) of paragraph (b) above. If they cannot reach agreement within 15 days after the definitive terms of the Control Transaction have been publicly announced or, if earlier, 15 days after notice to KLM, NWA Corp. and KLM will each promptly engage an investment banking firm to perform valuations of such securities or other property and to attempt to agree on their value. If such firms are unable to agree on a valuation within 10 days after they have both been so engaged, such firms shall promptly jointly select a third nationally recognized investment banking firm to perform its own valuation of such securities or other property, which valuation shall be determinative.
NWA Corp has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder, subject to the absence of a determination by the Board of Directors in accordance with Section 5.2(a)(ii) that the purchase of Shares on each subsequent Closing Date would involve an impairment of capital under applicable law. The execution and delivery by NWA Corp. of this Agreement and the Ancillary Agreements and the performance of the transactions herein and therein contemplated to be performed by NWA Corp. have been duly authorized by the Board of Directors of NWA Corp. and no further corporate action on the part of NWA Corp. is necessary to authorize this Agreement or the Ancillary Agreements and the performance of such transactions, subject to Section 5.2(a)(ii). Each of this Agreement and the Ancillary Agreements has been duly executed and delivered by NWA Corp. and, assuming due authorization, execution and delivery by KLM, constitutes the legal, valid and binding agreement of NWA Corp., enforceable against NWA Corp. in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding at law or in equity), subject to Section 5.2(a)(ii).
NWA Corp agrees to indemnify and hold harmless KLM, on an after-tax basis, from any Claims, or other losses or liabilities incurred or borne by KLM in connection with suits, actions or proceedings instituted by stockholders of NWA Corp. whether directly or on behalf of NWA Corp., relating to or arising out of any understandings, agreements or other arrangements or out of any transactions between or among NWA Corp. or any Affiliate and any of the Xxxxxxx Family Trusts, the Xxxxxxx Family, the Xxxxxx Family or the Xxxxx Family (each as defined in the Stockholders' Agreement, and together, the "EXEMPTED OPTIONEES") in connection with the cancellation of the option contained in Section 17 of the Stockholders' Agreement in respect of the Exempted Optionees and the adjustment of the payments to be made by NWA Corp. to KLM hereunder. This obligation of NWA Corp. shall survive any termination of this Agreement and shall continue in full force and effect.
NWA Corp shall indemnify and hold harmless KLM, on an after-tax basis, from any taxes imposed under the laws of The Netherlands in respect of a payment made to KLM pursuant to Section 2.2(d) or 2.3 which would not have been imposed had the purchase and sale of Shares occurred on the Original Repurchase Dates in accordance with the Original Repurchase Agreement. KLM will seek indemnity under this Section 2.4 only after attempting in good faith and failing to achieve the same consequences under the tax laws of The Netherlands for a payment made to KLM pursuant to Section 2.2(d) or 2.3 as the tax consequences that apply to consideration received by KLM under Section 2.1.
NWA Corp has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by NWA Corp. of this Agreement and the Ancillary Agreements and the performance of the transactions herein and therein contemplated to be performed by NWA Corp. have been duly authorized by the Board of Directors of NWA Corp., and subject to Section 5.1(a)(v), no further corporate action on the part of NWA Corp. is necessary to authorize this Agreement or the Ancillary Agreements and the performance of such transactions. Subject to Section 5.1(a)(v), each of this Agreement and the Ancillary Agreements has been duly executed and delivered by NWA Corp. and, assuming due authorization, execution and delivery by KLM, constitutes the legal, valid and binding agreement of NWA Corp., enforceable against NWA Corp. in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding at law or in equity).
NWA Corp shall cause Northwest to use all reasonable efforts to consummate the transactions to be effected by Northwest contemplated hereby.
NWA Corp. Reports. NWA Corp. has previously made available to Fiduciary Counselors true and complete copies of (i) NWA Corp.’s Annual Report on Form 10–K for the fiscal year (the “Latest Year End”) with respect to which such Annual Report has been most recently filed with the SEC, (ii) proxy statements relating to all of NWA Corp.’s meetings of stockholders held or scheduled to be held since the Latest Year End, and (iii) each other registration statement, proxy or information statement, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by NWA Corp. with the SEC since the Latest Year End (such items referenced in the foregoing clauses (i) through (iii), the “NWA Corp. Reports”). Since the Latest Year End, NWA Corp. has complied in all material respects with its SEC filing obligations under the Exchange Act and the Securities Act. Except as set forth in or amended by a subsequent NWA Corp. Report, the financial statements and related schedules and notes thereto of NWA Corp. contained in NWA Corp. Reports (or incorporated therein by reference) were prepared in accordance with generally accepted accounting principles applied on a consistent basis except as noted therein, and fairly present in all material respects the consolidated financial position of NWA Corp. and the consolidated results of its operations and cash flows for the periods specified, except for the omission of notes in interim unaudited financial statements contained in certain NWA Corp. Reports and normal year-end adjustments. Each NWA Corp. Report was prepared in accordance with the requirements of the Securities Act or the Exchange Act, as applicable, and did not, as of the date of its effectiveness in the case of a registration statement, the date of mailing in the case of a proxy statement and the date of filing in the case of other NWA Corp. Reports, except as set forth in or amended by a subsequent NWA Corp. Report, 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.
NWA Corp and the Company jointly and severally represent and warrant to, and agree with the Underwriter that:
