REPRESENTATIONS AND WARRANTIES OF BE AND XXXXX. 34 4.1 Formation and Existence 34 4.2 Power and Authority 34 4.3 Due Authorization 34 4.4 Enforceability 35 4.5 Corporate Records 36 4.6 Bankruptcy 36 4.7 Ownership and Capitalization 37 4.8 No Liabilities 40 4.9 [intentionally deleted] 40 4.10 Financial Matters 40 TABLE OF CONTENTS (continued) Page 4.11 Absence of Changes 40 4.12 Absence of Unusual Transactions 41 4.13 Tax Matters 42 4.14 Material Contracts 43 4.15 Absence of Guarantees 44 4.16 Consents, Approvals and Waivers; No Violation 44 4.17 Environmental Matters 45 4.18 Employment Matters 47 4.19 Labour Matters 47 4.20 Benefit Plans 48 4.21 Workplace Safety 50 4.22 Expropriation and Public Improvements 51 4.23 Legal Proceedings 51 4.24 Real Property Matters 51 4.25 Personal Property 52 4.26 Filings with Governmental Authorities 52 4.27 Permits 52 4.28 CNSC Licences 53 4.29 Intellectual Property and Project Development Work 54 4.30 Non-Arm’s Length Transactions 54 4.31 No Joint Venture Interests, etc. 54 4.32 Condition of Assets 55 4.33 Capital Contributions 55 4.34 Nuclear and Other Insurance Policies 55 4.35 Full Disclosure 55 4.36 Nuclear Matters 56
REPRESENTATIONS AND WARRANTIES OF BE AND XXXXX. BE and XXXXX jointly and severally represent and warrant to AcquisitionCo and the Investors as follows, and acknowledge that AcquisitionCo and the Investors are relying upon the following representations and warranties in connection with AcquisitionCo’s purchase of the Purchased Shares:
