Parent Representations. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease.
Parent Representations. Parent represents and warrants to each Holder that:
3.3.1 Parent has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby;
3.3.2 The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent;
3.3.3 This Agreement has been duly executed and delivered by Parent and (assuming the due authorization, execution and delivery hereof by each Holder) constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles;
3.3.4 The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation or default (with or without notice or lapse of time, or both) under, (i) any provision of the charter or organizational documents of Parent, (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation by which Parent is bound or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations of Parent, taken as a whole, and would not impair the ability of Parent to perform its obligations under this Agreement; and
3.3.5 No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to Parent in connection with the execution and delivery by Parent of this Agreement or the consummation by Parent of the transactions contemplated hereby, except as otherwise expressly provided herein.
Parent Representations. Notwithstanding any other representations and warranties in this Article V, the representations and warranties contained in this Section 5.9 constitute the sole representations and warranties of the Parent with respect to any Environmental Law, Environmental Permit, Environmental Claim, Releases or Hazardous Material.
Parent Representations. All representations, warranties and covenants (except for those covenants requiring performance after the Effective Time) made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations, warranties and covenants (except for those covenants requiring performance after the Effective Time) shall thereupon cease.
Parent Representations. Parent hereby represents and warrants to Penwest and each member of the Penwest Group that the statements contained in this Section 9 are true and correct in all material respects on the date hereof:
(a) No part of the Penwest stock being distributed in the Distribution will be received by a shareholder of Parent in such shareholder's capacity as a creditor, employee or in any capacity other than that of a shareholder of Parent.
(b) To the best of Parent's knowledge and belief, shareholders of Parent owning stock two years prior to the Distribution Date will continue to hold at least 50% of the stock of Parent two years after the Distribution Date.
(c) Parent has no plan or intention to liquidate Parent, to merge it with another corporation or to sell or otherwise dispose of the assets of Parent subsequent to the Distribution except in the ordinary course of business.
(d) To the best of Parent's knowledge and belief, no plan or intention exists by the shareholders of Parent to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in Parent or Penwest subsequent to the Distribution.
(e) Following the Distribution, each of Parent and Penwest will operate as independent corporations except that certain administrative and other common activities of the two corporations will be undertaken by common personnel in accordance with the Ancillary Agreements. Payments made in connection with all continuing transactions between, and services provided for, each of Parent and Penwest will be for fair market value based on terms and conditions arrived at by the Parties bargaining at arm's length.
(f) Parent has no plan or intention for the transfer or cessation of a substantial portion of the business of Parent or other substantial change in the business of Parent following the Distribution.
Parent Representations. Subject to Section 5.1(c), the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Effective Time and shall expire on the Expiration Date; provided, however, that (i) the representations and warranties made pursuant to Sections 3.1, 3.3, 3.6, and 3.8 shall survive until 30 days after the expiration of the applicable statute of limitations governing such claims and (ii) if, at any time prior to the Expiration Date, any Stockholder Indemnitee properly delivers to Parent a Claim Notice, then the claim asserted in such Claim Notice shall survive the Expiration Date until such time as such claim is fully and finally resolved.
Parent Representations. (a) Parent (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (iii) is qualified to do business and in good standing in each jurisdiction where such qualification is required; except, in each case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
(b) The execution, delivery and performance by Parent of this Agreement (i) has been duly authorized by all corporate action required to be obtained by Parent, and (ii) will not (A) violate (x) any provision of (1) law, statute, rule or regulation applicable to Parent, or (2) the certificate or articles of incorporation or other constitutive documents or by-laws of Parent, (y) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (z) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which Parent is a party or by which it or any of its property is or may be bound or (B) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (ii)(A)(x)(1), (ii)(A)(y), (ii)(A)(z) or (ii)(B) of this Section 2.7 (b), could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution, delivery or performance of this Agreement by Parent, except for (i) such as have been made or obtained and are in full force and effect and (ii) such actions, consents, approvals, registrations or filings the failure to be obtained or made which could not reasonably be expected to have a Material Adverse Effect.
(d) This Agreement has been duly executed and delivered on behalf of Parent and constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its te...
Parent Representations. Parent represents and warrants to each Rollover Investor that:
Parent Representations. Parent represents that it knows of no facts that would be inconsistent with (i) the VRLP Contribution qualifying as a tax-free transaction described under Sections 351(a) and 1032(a) of the Code, (ii) the VRLP Distribution with respect to Parent qualifying as a tax-free distribution under Section 731(a) of the Code, (iii) the Distribution qualifying for the Tax-Free Status, or (iv) the Separate Contribution qualifying as a partnership contribution described under Section 721(a) of the Code.
Parent Representations. The representations and warranties made by Parent and Merger Sub in this Agreement shall survive until the Effective Time.
