REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. Buyer and Newco represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. Buyer and Newco, jointly and severally, represent and warrant to Seller and to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. Buyer and NewCo hereby represent and warrant to Company that:
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. 21 3.01. Organization..................................................................... 21 3.02. Corporate Power and Authority; Effect of Agreement............................... 21 3.03. Consents......................................................................... 21 3.04. Availability of Funds............................................................ 22 3.05. Litigation....................................................................... 22 3.06. Fees............................................................................. 22 ARTICLE IV................................................................................ 23
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. 33 SECTION 4.1 Corporate Existence and Power......................................... 33 SECTION 4.2 Corporate Authorization............................................... 33 SECTION 4.3 Consents and Approvals; No Violations................................. 34 SECTION 4.4 Capitalization........................................................ 35 SECTION 4.5
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. SECTION 5.1 Corporate Existence and Power 18 SECTION 5.2 Corporate Authorization; Binding Agreements 18 SECTION 5.3 No Violations; Consents and Approvals 19 SECTION 5.4 Information in Company Proxy Statement 19 SECTION 5.5 Finders’ Fees 19 SECTION 5.6 No Ownership of Company Common Shares 19 SECTION 5.7 Sufficient Funds 20 SECTION 5.8 Newco’s Operations 20 SECTION 5.9 Irrevocable Power of Attorney 20 ARTICLE VI COVENANTS OF THE COMPANY SECTION 6.1 Conduct of the Company 20 SECTION 6.2 Shareholders’ Meeting; Proxy Materials 22 SECTION 6.3 Access to Information; Confidentiality Agreement 23 SECTION 6.4 No Solicitation 23 ARTICLE VII COVENANTS OF BUYER SECTION 7.1 Obligations of Newco 25 SECTION 7.2 Russian Antimonopoly Approval 25 SECTION 7.3 Voting of Shares 26 SECTION 7.4 Director and Officer Liability 26 SECTION 7.5 Conveyance Taxes 27 SECTION 7.6 Shareholders’ Meeting; Proxy Materials 27 SECTION 7.7 No Reliance 28 SECTION 7.8 Notice of Guarantee Breach 28 SECTION 7.9 Irrevocable Power of Attorney 28 SECTION 7.10 PFR Call Option Exercise 28 ARTICLE VIII COVENANTS OF BUYER AND THE COMPANY SECTION 8.1 Reasonable Best Efforts 29 SECTION 8.2 Cooperation 29 SECTION 8.3 Public Announcements 29 SECTION 8.4 Further Assurances 29 SECTION 8.5 Employee Matters 30 SECTION 8.6 Conveyance Taxes 30 SECTION 8.7 Notification of Certain Matters 31
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. Each of Buyer and Newco represent and warrant as follows to the Company. An event or condition shall be deemed to have a "Buyer Material Adverse Effect" if such event or condition, individually or together with other events or conditions, qualifies as a change in or has an effect on Buyer or any of its subsidiaries that is or could reasonably be expected to be materially adverse to the business, operations, properties (including intangible properties), condition (financial or otherwise), assets, liabilities or prospects of Buyer and its subsidiaries, taken as a whole.
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. Buyer and Newco, jointly and severally, represent and warrant, as of the date hereof, to Sellers:
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. Buyer and Newco jointly and severally represent and warrant to CGNU and Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF BUYER AND NEWCO. SECTION 4.1 Corporate Existence and Power . . . . . . . . . . . 33 SECTION 4.2 Corporate Authorization . . . . . . . . . . . . . . 33 SECTION 4.3 Consents and Approvals; No Violations . . . . . . . 34 SECTION 4.4 Capitalization . . . . . . . . . . . . . . . . . . 35 SECTION 4.5
