Representations and Warranties of Enstar. Enstar hereby represents and warrants as of the date hereof and as of the Closing Date to the CPPIB Parties as follows:
Representations and Warranties of Enstar. Subject to and as qualified by the matters set forth in the Enstar Disclosure Schedule, Enstar represents and warrants to Maiden and Maiden Insurance as of the date of this Agreement and as of the Closing Date (except for representations and warranties which address matters only as of a specific date, which representations and warranties shall be true and correct as of such specific date) as follows:
Representations and Warranties of Enstar. Enstar represents and warrants to ICG as follows:
(a) Enstar is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the requisite organizational power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement by Enstar and performance by Enstar of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Enstar, and no further consent or authorization in connection therewith is required by Enstar, its board of directors or its member.
(c) This Agreement has been duly executed and delivered by Enstar and constitutes the binding obligation of Enstar, enforceable against it in accordance with its respective terms, subject to the Bankruptcy and Equity Exception.
Representations and Warranties of Enstar. Enstar hereby represents and warrants as of the date hereof and as of the Closing Date to Trident as follows:
Representations and Warranties of Enstar. Enstar hereby represents and warrants as of the date hereof and as of the Closing Date to each Shareholder and HH Fund as follows:
Representations and Warranties of Enstar. 10 Section 4.1 Organization, Standing and Corporate Power 10 Section 4.2 Authority 10 Section 4.3 No Conflict or Violation 10 Section 4.4 Consents 11 Section 4.5 Compliance 11 Section 4.6 Broker 11 ARTICLE V COVENANTS 11 Section 5.1 Conduct of Maiden Insurance 11 Section 5.2 Access to Information 11 Section 5.3 Commercially Reasonable Efforts 11 Section 5.4 Consents, Approvals and Filings 12 Section 5.5 Public Announcements 12 Section 5.6 Further Assurances 12 Section 5.7 Confidentiality 13 Section 5.8 Burdensome Condition 13 Section 5.9 Transfer Taxes 13 Section 5.10 Existing Trust Agreements 13 Section 5.11 Transfer of Books and Records 13 Section 5.12 Novation 13 Section 5.13 Existing Master Agreement 13 ARTICLE VI CONDITIONS PRECEDENT 13 Section 6.1 Conditions to Each Party’s Obligations 13 Section 6.2 Conditions to Obligations of Enstar 14 Section 6.3 Conditions to Obligations of Maiden and Maiden Insurance 15
Representations and Warranties of Enstar. Enstar hereby represents and warrants to Parent and the Company as follows:
(a) Schedule A lists all shares and other equity interests owned of record or beneficially by Enstar or Cavello Bay in the Company as of the date hereof. Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for shares and other equity interests in the Company owned of record or beneficially by Enstar or Cavello Bay as of the date hereof. Except as set forth on Schedule A, as of the date hereof, neither Enstar nor Cavello Bay owns of record or beneficially any voting securities or other equity securities in the Company or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity securities. Neither Enstar nor Cavello Bay owns of record any shares which are beneficially owned by a third Person, except for any beneficial ownership interest of Enstar in the Covered Shares owned by Cavello Bay.
(b) Cavello Bay is a wholly owned subsidiary of Enstar and the record or beneficial owner of, and has good and valid title to, all Covered Shares as of the date hereof, free and clear of all liens, pledges, restrictions and other encumbrances (a "Lien"), other than (i) as created by this Agreement, (ii) as created by any applicable securities Laws, (iii) under the Company Memorandum of Association or Company Bye-Laws or (iv) as would not impair Enstar’s or Cavello Bay’s ability to perform its obligations under this Agreement. Cavello Bay has sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights. Such Covered Shares are not subject to any voting trust agreement or other contract to which either Enstar or Cavello Bay is a party restricting or otherwise relating to the voting or sale (constructive or otherwise), transfer, pledge, hypothecation, grant, gift, encumbrance, assignment or other disposal (collectively, "Transfer") of such Covered Shares. Neither Enstar nor Cavello Bay has appointed or granted any proxy or power of attorney that is still in effect with respect to such Covered Shares, except as contemplated by this Agreement.
(c) Each of Enstar and Cavello Bay has full legal power and capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been dul...
Representations and Warranties of Enstar. 9 Section 4.1 Organization, Standing and Corporate Power.................................................... 9 Section 4.2 Authority.............................................................................................................. 9 Section 4.3 No Conflict or Violation....................................................................................... 9 Section 4.4 Consents............................................................................................................ 10 Section 4.5 Compliance........................................................................................................ 10 Section 4.6 Broker................................................................................................................. 10 ARTICLE V COVENANTS........................................................................................................................ 10 Section 5.1 Conduct of Maiden Insurance............................................................................. 10 Section 5.2 Access to Information.......................................................................................... 10 Section 5.3 Commercially Reasonable Efforts....................................................................... 11 Section 5.4 Consents, Approvals and Filings......................................................................... 11 Section 5.5 Public Announcements........................................................................................ 11 Section 5.6 Further Assurances.............................................................................................. 12 Section 5.7 Confidentiality....................................................................................................... 12 Section 5.8 Burdensome Condition........................................................................................ 12 Section 5.9 Transfer Taxes.................................................................................................... 12 Section 5.10 Existing Trust Agreements.................................................................................. 12 Section 5.11 Inspection of Books and Records....................................................................... 12 Section 5.12 Termination of 2018 Master Agreement; Release............................................... 12 Section 5.13 Existing Master Agreement.............................................................................
Representations and Warranties of Enstar. Section 4.1
Representations and Warranties of Enstar. ENStar hereby represents and warrants to NSU that:
