Common use of Representations and Warranties of Holding and Newco Clause in Contracts

Representations and Warranties of Holding and Newco. HOLDING and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.3. (a) No stock or securities will be issued to the STOCKHOLDERS, the stockholders of the Other Founding Companies (who, together with the STOCKHOLDERS, are hereinafter referred to as the "HOLDERS") and the purchasers of the HOLDING Stock in the IPO for services rendered to or for the benefit of HOLDING in connection with the Proposed Transaction. (b) No stock or securities will be issued for any indebtedness owed to any HOLDER in connection with the Proposed Transaction. (c) Each HOLDER will receive HOLDING Stock or other property approximately equal to the fair market value of the shares of the stock in its respective Founding Company that such HOLDER surrenders pursuant to this Agreement or Other Agreements as the case may be. (d) There is no indebtedness between the HOLDERS and HOLDING, and there will be no indebtedness created in favor of any HOLDER as a result of the Proposed Transaction. (e) Except as otherwise provided in Section 18.6, each of the parties to the Proposed Transaction will pay its or his/her own expenses, if any, incurred in connection with the Proposed Transaction. (f) Each of NEWCO and HOLDING shall comply with the tax reporting requirements of section 1.351-3 of the Treasury regulations promulgated under the Code, and shall treat the transaction as a transfer of property under section 351(a) of the Code. (g) Except as otherwise specifically contemplated by this Agreement or the Registration Statement, after the Closing Date, HOLDING shall not and shall not permit any of its subsidiaries to take any action that would jeopardize the qualification as a transaction under Section 351 of the Code of the Proposed Transaction. (h) There is no plan or intention on the part of HOLDING to redeem or otherwise reacquire any HOLDING Stock to be issued in the Proposed Transaction. (i) Taking into account any issuance of additional shares of HOLDING Stock and any issuance of HOLDING Stock for services in connection with the Proposed Transaction, the STOCKHOLDERS, together with the stockholders of the Other Founding Companies and the purchasers of the HOLDING Stock in the IPO, will be in "control" of HOLDING within the meaning of section 368(c) of the Code. (j) HOLDING will not be an investment company within the meaning of section 351(e)(1) of the Code and section 1.351-1(c)(1)(ii) of the Treasury regulations. (k) After the Closing Date, HOLDING will remain in existence and will not be merged or liquidated into another company for at least two years. (l) There is no plan or intention by HOLDING to liquidate, merge or otherwise dispose of the COMPANY or to dispose of any material part of the assets of the COMPANY within the two years following the Closing Date except in the ordinary course of business or to eliminate duplicate services or excess capacity. (m) NEWCO is a Delaware corporation formed solely for the purpose of completing the transactions set forth herein, has no operations or assets and is wholly owned by HOLDING.

Representations and Warranties of Holding and Newco. HOLDING and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.3. (a) No stock or securities will be issued to the STOCKHOLDERS, the stockholders of the Other Founding Companies (who, together with the STOCKHOLDERS, are hereinafter referred to as the "HOLDERS") and the purchasers of the HOLDING Stock in the IPO for services rendered to or for the benefit of HOLDING in connection with the Proposed Transaction. (b) No stock or securities will be issued for any indebtedness owed to any HOLDER in connection with the Proposed Transaction. (c) Each HOLDER will receive HOLDING Stock or other property approximately equal to the fair market value of the shares of the stock in its respective Founding Company that such HOLDER surrenders pursuant to this Agreement or the Other Agreements Agreements, as the case may be. (d) There is no indebtedness between the HOLDERS and HOLDING, and there will be no indebtedness created in favor of any HOLDER as a result of the Proposed Transaction. (e) Except as otherwise provided in Section 18.6, each of the parties to the Proposed Transaction will pay its or his/her own expenses, if any, incurred in connection with the Proposed Transaction. (f) Each of NEWCO and HOLDING shall comply with the tax reporting requirements of section 1.351-3 of the Treasury regulations promulgated under the Code, and shall treat the transaction as a transfer of property under section 351(a) of the Code. (g) Except as otherwise specifically contemplated by this Agreement or the Registration Statement, after the Closing Date, HOLDING shall not and shall not permit any of its subsidiaries to take any action that would jeopardize the qualification as a transaction under Section 351 of the Code of the Proposed Transaction. (h) There is no plan or intention on the part of HOLDING to redeem or otherwise reacquire any HOLDING Stock to be issued in the Proposed Transaction. (i) Taking into account any issuance of additional shares of HOLDING Stock and any issuance of HOLDING Stock for services in connection with the Proposed Transaction, the STOCKHOLDERS, together with the stockholders of the Other Founding Companies and the purchasers of the HOLDING Stock in the IPO, will be in "control" of HOLDING within the meaning of section 368(c) of the Code. (j) HOLDING will not be an investment company within the meaning of section 351(e)(1) of the Code and section 1.351-1(c)(1)(ii) of the Treasury regulations. (k) After the Closing Date, HOLDING will remain in existence and will not be merged or liquidated into another company for at least two years. (l) There is no plan or intention by HOLDING to liquidate, merge or otherwise dispose of the COMPANY or to dispose of any material part of the assets of the COMPANY within the two years following the Closing Date except in the ordinary course of business or to eliminate duplicate services or excess capacity. (m) NEWCO is a Delaware corporation formed solely for the purpose of completing the transactions set forth herein, has no operations or assets and is wholly owned by HOLDING.

Representations and Warranties of Holding and Newco. HOLDING and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.3. (a) No stock or securities will be issued to the STOCKHOLDERS, the stockholders of the Other Founding Companies (who, together with the STOCKHOLDERS, are hereinafter referred to as the "HOLDERS") and the purchasers of the HOLDING Stock in the IPO for services rendered to or for the benefit of HOLDING in connection with the Proposed Transaction. (b) No stock or securities will be issued for any indebtedness owed to any HOLDER in connection with the Proposed Transaction. (c) Each HOLDER will receive HOLDING Stock or other property approximately equal to the fair market value of the shares of the stock in its respective Founding Company that such HOLDER surrenders pursuant to this Agreement or Other Agreements as the case may be. (d) There is no indebtedness between the HOLDERS and HOLDING, and there will be no indebtedness created in favor of any HOLDER as a result of the Proposed Transaction. (e) Except as otherwise provided in Section 18.6, each of the parties to the Proposed Transaction will pay its or his/her own expenses, if any, incurred in connection with the Proposed Transaction. (f) Each of NEWCO and HOLDING shall comply with the tax reporting requirements of section 1.351-3 of the Treasury regulations promulgated under the Code, and shall treat the transaction as a transfer of property under section 351(a) of the Code. (g) Except as otherwise specifically contemplated by this Agreement or the Registration Statement, after the Closing Date, HOLDING shall not and shall not permit any of its subsidiaries to take any action that would jeopardize the qualification as a transaction under Section 351 of the Code of the Proposed Transaction. (h) There is no plan or intention on the part of HOLDING to redeem or otherwise reacquire any HOLDING Stock to be issued in the Proposed Transaction. (i) Taking into account any issuance of additional shares of HOLDING Stock and any issuance of HOLDING Stock for services in connection with the Proposed Transaction, the STOCKHOLDERS, together with the stockholders of the Other Founding Companies and the purchasers of the HOLDING Stock in the IPO, will be in "control" of HOLDING within the meaning of section 368(c) of the Code. (j) HOLDING will not be an investment company within the meaning of section 351(e)(1) of the Code and section 1.351-1(c)(1)(ii) of the Treasury regulations. (k) After the Closing Date, HOLDING will remain in existence and will not be merged or liquidated into another company for at least two years. (l) There is no plan or intention by HOLDING to liquidate, merge or otherwise dispose of the COMPANY or to dispose of any material part of the assets of the COMPANY within the two years following the Closing Date except in the ordinary course of business or to eliminate duplicate services or excess capacity. (m) NEWCO is a Delaware corporation formed solely for the purpose of completing the transactions set forth herein, has no operations or assets and is wholly owned by HOLDING.

Representations and Warranties of Holding and Newco. HOLDING and NEWCO jointly and severally represent and warrant to the COMPANY and the STOCKHOLDERS that all of the following representations and warranties in this Section are true at the date of this Agreement and shall be true at the time of the Pre-Closing and the Closing Date and that such representations and warranties shall survive the Closing Date until such time as all statute of limitations periods have run for all tax periods ended on or prior to or which include the Closing Date, which shall be deemed to be the Expiration Date for purposes of this Section 17.3. (a) No stock or securities will be issued to the STOCKHOLDERS, the stockholders of the Other Founding Companies (who, together with the STOCKHOLDERS, are hereinafter referred to as the "HOLDERS") and the purchasers of the HOLDING Stock in the IPO for services rendered to or for the benefit of HOLDING in connection with the Proposed Transaction. (b) No stock or securities will be issued for any indebtedness owed to any HOLDER in connection with the Proposed Transaction. (c) Each HOLDER will receive HOLDING Stock or other property approximately equal to the fair market value of the shares of the stock in its respective Founding Company that such HOLDER surrenders pursuant to this Agreement or Other Agreements Agreements, as the case may be. (d) There is no indebtedness between the HOLDERS and HOLDING, and there will be no indebtedness created in favor of any HOLDER as a result of the Proposed Transaction. (e) Except as otherwise provided in Section 18.6, each of the parties to the Proposed Transaction will pay its or his/her own expenses, if any, incurred in connection with the Proposed Transaction. (f) Each of NEWCO and HOLDING shall comply with the tax reporting requirements of section 1.351-3 of the Treasury regulations promulgated under the Code, and shall treat the transaction as a transfer of property under section 351(a) of the Code. (g) Except as otherwise specifically contemplated by this Agreement or the Registration Statement, after the Closing Date, HOLDING shall not and shall not permit any of its subsidiaries to take any action that would jeopardize the qualification as a transaction under Section 351 of the Code of the Proposed Transaction. (h) There is no plan or intention on the part of HOLDING to redeem or otherwise reacquire any HOLDING Stock to be issued in the Proposed Transaction. (i) Taking into account any issuance of additional shares of HOLDING Stock and any issuance of HOLDING Stock for services in connection with the Proposed Transaction, the STOCKHOLDERS, together with the stockholders of the Other Founding Companies and the purchasers of the HOLDING Stock in the IPO, will be in "control" of HOLDING within the meaning of section 368(c) of the Code. (j) HOLDING will not be an investment company within the meaning of section 351(e)(1) of the Code and section 1.351-1(c)(1)(ii) of the Treasury regulations. (k) After the Closing Date, HOLDING will remain in existence and will not be merged or liquidated into another company for at least two years. (l) There is no plan or intention by HOLDING to liquidate, merge or otherwise dispose of the COMPANY or to dispose of any material part of the assets of the COMPANY within the two years following the Closing Date except in the ordinary course of business or to eliminate duplicate services or excess capacity. (m) NEWCO is a Delaware corporation formed solely for the purpose of completing the transactions set forth herein, has no operations or assets and is wholly owned by HOLDING.