REPRESENTATIONS AND WARRANTIES 12 Sample Clauses

REPRESENTATIONS AND WARRANTIES 12. Section 3.01. Representations and Warranties of the Company and the Guarantor 12 Section 3.02. Representations and Warranties of Each Investor 23 ADDITIONAL AGREEMENTS 26 Section 4.01. Taking of Necessary Action 26 Section 4.02. Securities Laws 26 Section 4.03. Antitrust Approval 26 Section 4.04. Conversion Price Matters 27 Section 4.05. Nasdaq Approval 27 Section 4.06. DTC Eligibility 27 Section 4.07. Authorized and Reserved Company Common Stock 27 Section 4.08. Agreement to Amend Existing Indenture 27 Section 4.09. Indemnifications. 28 Section 4.10. Certain Tax Matters 29 REGISTRATION RIGHTS 30 Section 5.01. New Notes 30 Section 5.02. Registration Statement 30 Section 5.03. Registration Limitations and Obligations 31 Section 5.04. Registration Procedures 33 Section 5.05. Expenses 37 Section 5.06. Registration Indemnification 37 Section 5.07. Facilitation of Sales Pursuant to Rule 144 39 MISCELLANEOUS 40 Section 6.01. Survival of Representations and Warranties 40 Section 6.02. Notices 40 Section 6.03. Entire Agreement; Third Party Beneficiaries; Amendment 41 Section 6.04. Counterparts 41 Section 6.05. Public Announcements 41 Section 6.06. [Reserved.] 42 Section 6.07. Successors and Assigns 42 Section 6.08. Governing Law; Jurisdiction; Waiver of Jury Trial 42 Section 6.09. Severability 43 Section 6.10. Specific Performance 43 Section 6.11. Headings 44 Section 6.12. Non-Recourse 44 Schedule 1: Investors Exhibit A: Form of Joinder Exhibit B: Settlement Instructions and Exchange Procedures Exhibit C: Form of Supplemental Indenture Exhibit D: Form of New Indenture This EXCHANGE AND INVESTMENT AGREEMENT (this “Agreement”), dated as of March 29, 2023 by and between Nikola Corporation, a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and the several Investors listed on Schedule 1 hereto (together with their successors and permitted assigns, each an “Investor” and, collectively, the “Investors”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.

REPRESENTATIONS AND WARRANTIES 12. 1 The Supplier represents and warrants to the Province, with the intention and knowledge that the Province is relying on each such representation and warranty in entering into this Agreement, that: a) All statements contained in the Supplier’s Proposal, and any certificate or other document delivered to the Province under this Agreement or in connection with the Services to be provided hereunder are true and correct; b) The Supplier has no knowledge of any fact that may materially adversely affect the Supplier’s business or operations or its financial condition, or its ability to fulfill its obligations to the Province under this Agreement; c) The Supplier has the personnel, experience, qualifications and other resources to provide the Services in accordance with the requirements of this Agreement; d) The Supplier has the corporate power and legal capacity to enter into, fully perform, and meet all of its obligations under this Agreement on the terms and conditions set out herein; e) This Agreement has been duly authorized, executed and delivered by the Supplier and constitutes a valid and binding obligation of the Supplier; and f) The Supplier can perform the Services, and the Province shall be entitled to utilize the Services, in accordance with the requirements of this Agreement without infringing any trade secret, patent, copyright, industrial design or other intellectual property right enforceable in Canada, and the Supplier has obtained, and will maintain, at its own expense, all requisite and appropriate authorizations and permissions, including those concerning any licenses, assignments, copyrights, patents and other intellectual property rights that are required by the Supplier to meet its obligations to the Province hereunder.

REPRESENTATIONS AND WARRANTIES 12. Section 3.1. Representations and Warranties of the Backup Servicer 12

REPRESENTATIONS AND WARRANTIES 12. Section 4.1 Representations and Warranties of the Company 12 Section 4.2 Representations and Warranties of Parent and Merger Sub 30 Section 4.3 No Other Representations or Warranties; Investigation by the Parent 33 Section 5.1 Conduct of Business 33 Section 5.2 No Solicitation 37 Section 6.1 Preparation of the Proxy Statement; Stockholders Meeting 41 Section 6.2 Access to Information; Confidentiality 42 Section 6.3 Reasonable Best Efforts; Notice 42 Section 6.4 Equity Awards 44 Section 6.5 Indemnification, Exculpation and Insurance 46 Section 6.6 Fees and Expenses 48 Section 6.7 Public Announcements 48 Section 6.8 Merger Sub and Surviving Corporation Compliance 49 Section 6.9 Directors 49 Section 6.10 Rule 14d-10 Matters 51 Section 6.11 Company Benefit Plan Matters 51 Section 6.12 Convertible Notes 52 Section 6.13 Takeover Laws 53

REPRESENTATIONS AND WARRANTIES 12. 7.1 Representations and Warranties of the State Treasurer 12

REPRESENTATIONS AND WARRANTIES 12. Section 4.1 Corporate Existence; Compliance with Law 12 Section 4.3 No Legal Bar 13 Section 4.4 No Material Litigation 13 Section 4.5 No Default 13 Section 4.6 Use of Proceeds 13 ARTICLE V COVENANTS 13 Section 5.1 Delivery of Financial Information 14 Section 5.2 Notice of Default 14 Section 5.3 Conduct of Business and Maintenance of Existence, etc. 14 ARTICLE VI EVENTS OF DEFAULT 14 Section 6.1 Events of Default 14 ARTICLE VII MISCELLANEOUS 16 Section 7.1 Notices 16 Section 7.2 Waiver; Amendments 16 Section 7.3 Expenses; Indemnification 17 Section 7.4 Successors and Assigns 18 Section 7.5 Governing Law 18 Section 7.6 Counterparts; Integration 18 Section 7.7 Survival 18 Section 7.8 Severability 18 REVOLVING CREDIT AGREEMENT THIS SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of [—], 2012 by and among Coffeyville Resources, LLC, a Delaware limited liability company (the “Lender”) and CVR Refining, LLC a Delaware limited liability company (the “Borrower”).

REPRESENTATIONS AND WARRANTIES 12. Section 5.1 Confirmation of Representations in Term Loan Agreement 12 Section 5.2 Benefit to the Guarantors 13 Section 5.3 First Priority Liens 13 Section 5.4 Legal Name, Organizational Status, Chief Executive Office 13 Section 5.5 Prior Names, Prior Chief Executive Offices 13 Section 5.6 [Reserved] 13 Section 5.7 Chattel Paper 13 Section 5.8 Accounts 13 Section 5.9 Governmental Obligors 14 Section 5.10 Copyrights, Patents and Trademarks 14 Section 5.11 Commercial Tort Claims 14 Section 5.12 Letter of Credit Rights 14 ARTICLE VI COVENANTS 14 Section 6.1 Covenants in Term Loan Agreement 14 Section 6.2 Maintenance of Perfected Security Interest; Further Documentation 14 Section 6.3 Maintenance of Records 15 Section 6.4 Visitation and Inspection 16 Section 6.5 Further Identification of Collateral 16 Section 6.6 Changes in Names, Locations 16

REPRESENTATIONS AND WARRANTIES 12. 12.1 Each party represents and warrants to the other party as at the execution date of this Contract that: 12 12.2 The Chinese Equity Interest Holders represent and warrant that: 13 12.3 Regal Life represents and warrants that: 13 14.1 Fiscal Year 14 14.2 Financial Accounting System 15 14.3 Financial Management System 15

REPRESENTATIONS AND WARRANTIES 12. 1 The Optionor represents and warrants to NAGR that:

REPRESENTATIONS AND WARRANTIES 12. Section 9.1 Representations and Warranties of JEA 12 Section 9.2 Representations and Warranties of Service Provider 13 SYSTEM COORDINATION AGREEMENT1 This SYSTEM COORDINATION AGREEMENT (collectively with the Schedules hereto, this “Agreement”), dated as of [•], is made and entered into by and between JEA, a body politic and corporate (“JEA”), and [•], a [•] (“Service Provider”).2 Service Provider and JEA are sometimes hereinafter referred to individually as a “Party” and together as the “Parties”. All initially capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in Schedule 1 hereto.