Obligations of Newco. Each of CN and BNSF will take all actions necessary to cause Newco to perform its obligations under this Agreement. Without limiting the generality of the foregoing, CN, BNSF and Newco agree that:
(a) immediately prior to the Merger Effective Time, Newco shall be a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware and shall have all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on the businesses of BNSF as such businesses are now conducted;
(b) at the Merger Effective Time, the performance by Newco of this Agreement and the consummation by Newco of the transactions contemplated by this Agreement shall be within the corporate powers of Newco and shall have been duly authorized by all necessary corporate action on the part of Newco;
(c) at the Merger Effective Time, the performance by Newco of this Agreement and the consummation by Newco of the transactions contemplated by this Agreement shall require no action by or in respect of, or filing with, any Governmental Entity other than (i) compliance with any applicable requirements of the Competition Act; (ii) compliance with any applicable requirements relating to approval of the transactions contemplated by this Agreement by the STB; (iii) compliance with any applicable requirements of the 1933 Act and the 1934 Act; (iv) compliance with any applicable United States "blue sky" or Canadian provincial securities Laws; and (v) immaterial actions or filings relating to ordinary operational matters;
(d) at the Merger Effective Time, the performance by Newco of this Agreement and the consummation by Newco of the transactions contemplated by this Agreement will not (except in the case of clauses (ii), (iii) and (iv) of this subsection (d), for any such matters that individually or in the aggregate would not be reasonably likely to have a Material Adverse Effect on Newco) (i) contravene or conflict with the certificate of incorporation or by-laws of Newco, (ii) assuming compliance with the matters set forth in subsection (c) above, contravene or conflict with or constitute a violation of any provisions of any Law binding upon or applicable to Xxxxx, (xxx) constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Newco or any of its Subsidiaries or to a loss of any benefit to which Newco or any of its Subsidiaries is entitled under any ag...
Obligations of Newco. Buyer will take all action -------------------- necessary to cause Newco to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Obligations of Newco. Search shall take all action necessary to cause Newco to perform its agreements, covenants, and obligations under this Agreement and to consummate the Merger on the terms and subject to conditions set forth in this Agreement. This obligation of Search shall terminate at the Effective Time.
Obligations of Newco. 38 5.12 Implementation Committee..................................... 39 5.13
Obligations of Newco. The parties acknowledge that Newco’s obligations listed below are essential to the relationship proposed and that any breach of any of these obligations will seriously harm OPO's commercial reputation and goodwill.
2.1 Organization of Newco and Creation Newco Site.
a) Organization of Newco. Newco shall not be owned by Phoenix Capital Management, LLC. Newco will own and operate the Newco Site. The look and feel of the Newco Site is subject to OPO’s review and approval, which will not be unreasonably withheld.
Obligations of Newco. Newco shall be liable and hold Horizon, and any of its Subsidiaries, harmless against any liability for Taxes that arising from its operations or because of Newco's ownership of any Subsidiary or any other corporation, partnership, joint venture, or other business entity.
Obligations of Newco. Whenever this Agreement or the consummation of the Merger requires Newco to take any action, such requirement shall be deemed to include an undertaking on the part of Citizens to cause Newco to take such action and to guarantee of the performance thereof.
Obligations of Newco. Newco and each other member of the Newco Group shall indemnify and hold Parent, the Company and each other member of the Company Group harmless from and against the following:
(a) any liability for Taxes attributable to the Newco Business as calculated pursuant to Article III hereof; and
(b) any liability for Taxes attributable to Newco or any other member of the Newco Group or Transaction Taxes, to the extent that the Company has made a payment to Newco with respect thereto pursuant to Section 3.01 hereof; and
Obligations of Newco. 22 SECTION 7.03 Indemnification................................... 22 ARTICLE VIII COVENANTS OF BUYER AND THE COMPANY SECTION 8.01 Best Efforts...................................... 23 SECTION 8.02
Obligations of Newco. 22 SECTION 7.03 Indemnification............................. 22
