Representations and Warranties of Continental. Continental represents and warrants to Holdings, XJT and ExpressJet as of the date hereof as follows:
Representations and Warranties of Continental. Except as disclosed in the disclosure letter (the “Continental Disclosure Schedule”) delivered by Continental to United prior to the execution of this Agreement (which letter sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Continental Disclosure Schedule relates) or in the Continental SEC Reports filed and publicly available prior to the date of this Agreement, Continental hereby represents and warrants to United and Merger Sub as follows:
Representations and Warranties of Continental. Continental hereby represents and warrants to CTVH, the Company, Tianyuan, and WZ that on the date of this Agreement:
Representations and Warranties of Continental. Continental represents and warrants to Contractor as of the date hereof as follows:
Representations and Warranties of Continental. Continental represents and warrants to Holdings, XJT and ExpressJet as of the date hereof as follows: Organization and Qualification. Continental is a duly incorporated and validly existing corporation in good standing under the laws of the State of Delaware.
Representations and Warranties of Continental. As an inducement to the Jinchuan Parties to enter into this Agreement, Continental hereby represents and warrants to the Jinchuan Parties that as of the date hereof, in each case except as set forth in the Continental Disclosure Letter (each of which exceptions shall specifically identify the relevant section hereof to which it principally relates but shall be deemed an exception to all other applicable representations and warranties in this Article 3 notwithstanding a failure to specifically identify it):
Representations and Warranties of Continental. Continental represents and warrants as of the Closing Date as follows:
Representations and Warranties of Continental. 1 ARTICLE IV MISCELLANEOUS
Representations and Warranties of Continental. 14 3.1 Organization and Standing 14 3.2 Capitalization 15 3.3 Authority and No Conflicts 16 3.4 Consents; Approvals 17 3.5 No Defaults 18 3.6 Absence of Certain Changes or Events 18 3.7 Employment Matters 18 3.8 Reports; Financial Statements 20 3.9 Contracts 21 3.10 Litigation 22 3.11 Environmental 22 3.12 Tax Matters 23 3.13 Pension and Employee Benefits 25 3.14 Compliance with Laws; Permits 25 3.15 Restrictions on Business Activities 26 3.16 Related Party Transactions 26 3.17 No Intellectual Property; No Infringement 26 3.18 Insurance 27 3.19 Mineral Reserves and Resources 27 3.20 Property 27 3.21 Exploration Rights 27 3.22 Brokerage and Finders' Fees 28 3.23 Books and Records 28 3.24 Management Controls 28 3.25 Competition Act Matters 30 3.26 Investment Canada Matters 30 3.27 Rights Plan 30 Table of Contents Page 3.28 Stock Exchange Compliance 31 3.29 Canadian Reporting Issuer Status 31 3.30 United States Securities Laws 31 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE JINCHUAN PARTIES 31 4.1 Organization and Standing 31 4.2 Authority and No Conflicts 31 4.3 Consents; Approvals 32 4.4 PRC Approvals 32 4.5 Financing for Arrangement 32 ARTICLE 5 COVENANTS AND AGREEMENTS 32 5.1 Covenants of Continental 32 5.2 Covenants of Jinchuan 39 5.3 Access to Information 41 5.4 Indemnification 42 5.5 Covenants Regarding Non-Solicitation 42 5.6 Right to Accept a Superior Proposal 45 5.7 Pre-Acquisition Reorganizations 46 5.8 Proxies Received and Dissent Notices 47 5.9 Closing Matters 47 ARTICLE 6 CONDITIONS 47 6.1 Mutual Conditions 47 6.2 Additional Conditions to the Obligations of the Jinchuan Parties 48 6.3 Additional Conditions to the Obligations of Continental 50 6.4 Satisfaction of Conditions 51 ARTICLE 7 AMENDMENT AND TERMINATION 51 7.1 Amendment 51 7.2 Termination 52 7.3 Effect of Termination 54 7.4 Termination Fee 54 7.5 Termination Fee for Non-Completion by Jinchuan 55 7.6 Liquidated Damages 55 7.7 Notice and Cure Provisions 55 7.8 Mechanics of Setting Effective Date 56 ARTICLE 8 GENERAL 57 8.1 Investigation 57 8.2 Notices 57 8.3 Assignment 58 8.4 Binding Effect 58 8.5 Third-Party Beneficiaries 58 8.6 Waiver and Modification 58 Table of Contents Page 8.7 No Personal Liability of Jinchuan Party 58 8.8 No Personal Liability of Continental 59 8.9 Further Assurances 59 8.10 Expenses 59 8.11 Public Announcements 59 8.12 Governing Laws; Consent to Jurisdiction 59 8.13 Remedies 59 8.14 Time of Essence 60 8.15 Entire Agreement 60 8.16 Severability 60 8.17 Full Discl...
Representations and Warranties of Continental. 14 3.1 Organization and Standing 14 3.2 Capitalization 15 3.3 Authority and No Conflicts 16 3.4 Consents; Approvals 18 3.5 No Defaults 18 3.6 Absence of Certain Changes or Events 18 3.7 Employment Matters 18 3.8 Reports; Financial Statements 20 3.9 Contracts 21 3.10 Litigation 22 3.11 Environmental 22 3.12 Tax Matters 23 3.13 Pension and Employee Benefits 25 3.14 Compliance with Laws; Permits 25 3.15 Restrictions on Business Activities 26 3.16 Related Party Transactions 26 3.17 No Intellectual Property; No Infringement 26 3.18 Insurance 27 3.19 Mineral Reserves and Resources 27 3.20 Property 27 3.21 Exploration Rights 27 3.22 Brokerage and Finders' Fees 28 3.23 Books and Records 28 3.24 Management Controls 28 3.25 Competition Act Matters 30 3.26 Investment Canada Matters 30 3.27 Rights Plan 30 TABLE OF CONTENTS (continued) Page
