Organization of SpinCo. SpinCo has been duly incorporated and is validly existing and in good standing as a Delaware corporation and has all requisite power and authority to own, lease and operate its assets in the manner in which such assets are now owned, leased or operated and to conduct its business as it has been and is now being conducted. SpinCo has made available to Parent and Merger Sub true and complete copies of the Governing Documents of SpinCo. SpinCo is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the properties and assets owned or leased by it or the character of its activities require it to be so licensed or qualified or in good standing (or equivalent status as applicable).
Organization of SpinCo. (a) Prior to the Effective Date, Karora shall, and shall cause Spinco to, enter into an agreement of purchase and sale substantially in the form attached hereto as Schedule E (the “Spinco Contribution Agreement”) pursuant to which Karora shall transfer certain property and assets of Karora to Spinco in accordance with the Plan of Arrangement as consideration for the issuance by Spinco to Karora of shares of Spinco (the “Spinco Reorganization”).
(b) Karora and Spinco shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to perform such actions necessary to effect the transfer of the Transferred Assets and the assumption of the Transferee Liabilities by Spinco pursuant to the Spinco Reorganization.
(c) Spinco shall reimburse Karora for all out-of-pocket costs, fees and expenses incurred by Karora, Westgold or Acquireco in connection with Spinco Reorganization, other than up to A$500,000 in reasonable and documented legal and accounting fees incurred by Karora, Westgold or Acquireco in relation to the structuring and implementation of the Spinco Reorganization, and Spinco shall indemnify and hold harmless Karora, Westgold or Acquireco and their subsidiaries from and against any and all liabilities, losses, damages, claims, penalties, interests, awards, judgements and Taxes suffered or incurred by any of them in connection with or as a result of or arising directly or indirectly out of or in connection with the transfer of the fully paid ordinary share of Kali Metals Limited held by Karora to Spinco pursuant to the Spinco Reorganization up to an aggregate of $2,000,000. For the avoidance of doubt, any Taxes payable by Spinco in connection with the transfer of the fully paid ordinary share of Kali Metals Limited held by Karora to Spinco pursuant to the Spinco Reorganization or otherwise shall be the responsibility of Spinco up to an aggregate of $2,000,000. Karora will apply available Canadian tax losses and pools as against any capital gain or other income arising on the transfer and assignment by Karora of its right to receive a tail payment under Section 2.3 of the Xxxxxx equity purchase agreement dated July 21, 2020 between Karora and Arpent Inc.
(d) For the avoidance of doubt, Xxxxxxxx waives any breach of a representation, warranty or covenant by Karora to the extent such breach is a result of an action taken by Karora or any of its subsidiaries of Karora pursuant to the Spinco Cont...
Organization of SpinCo. (a) SpinCo is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its jurisdiction of organization. SpinCo is a wholly owned Subsidiary of Moon.
(b) Each SpinCo Subsidiary is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization and each SpinCo Entity has all requisite corporate or similar power and authority to own, lease and operate the properties, rights and assets that will be contributed to such SpinCo Entity pursuant to the Separation and Distribution Agreement and to carry on its business as presently conducted and is qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties that will be contributed to such SpinCo Entity pursuant to the Separation and Distribution Agreement or conduct of its business requires such qualification, except where the failure to be so organized, qualified or, to the extent such concept is applicable, in good standing, or to have such power or authority, individually or in the aggregate, have not resulted, and would not reasonably be expected to result, in a SpinCo Material Adverse Effect, or have a material adverse effect on the ability of Moon and the SpinCo Entities to perform their respective obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, taken as a whole. Moon has made available to Clover prior to the date hereof (or, in case of each SpinCo Entity other than SpinCo, will make available to Clover prior to the Closing) complete and correct copies of the Organizational Documents, each as amended, restated or amended and restated to the date hereof or, in the case of a SpinCo Entity other than SpinCo, to the Closing Date of SpinCo and each SpinCo Entity, and each as so delivered, is (or, with respect to SpinCo Entities other than SpinCo, will prior to the Closing be) in full force and effect.
(c) Section 5.1(c) of the SpinCo Disclosure Letter contains a complete and correct list of each jurisdiction where each SpinCo Entity existing as of the date hereof is organized.
Organization of SpinCo. (a) Spinco is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.
(b) Spinco has made available to Remainco true and complete copies of its Organizational Documents.
(c) Spinco (i) has all requisite corporate power and authority to own, lease and operate its assets where such assets are now owned, leased and operated and to conduct its business as it is now being conducted and (ii) is duly licensed or qualified and in good standing (or equivalent status, if any, as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be so licensed or qualified or in good standing (or equivalent status, if any, as applicable), in the case of each of clause (i) and (ii), except as would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
Organization of SpinCo. SpinCo has been duly incorporated and is validly existing and in good standing as a Delaware corporation and has all requisite corporate power and authority to own, lease and operate its assets in the manner in which such assets are now (or as of the Effective Time will be) owned, leased or operated and to conduct its business as it is now being (or as of the Effective Time will be) conducted, except as would not reasonably be expected to be material to the SpinCo Business (taken as a whole). SpinCo has made available to Parent and Merger Sub true and complete copies of the Organizational Documents of SpinCo. SpinCo is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be so licensed or qualified or in good standing (or equivalent status as applicable), except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.
