REPRESENTATIONS AND WARRANTIES OF INDIANA. Indiana represents and warrants to SIGCORP that (a) Indiana is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by Indiana and the consummation by Indiana of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Indiana and no other corporate proceedings on the part of Indiana are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Indiana, constitutes a valid and binding obligation of Indiana and, assuming this Agreement constitutes a valid and binding obligation of SIGCORP, is enforceable against Indiana in accordance with its terms, (d) Indiana has taken all necessary corporate or other action (including the approval of the Board of Directors of Indiana) to render inapplicable to this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, the provisions of the IBCL referred to in Section 4.15 of the Merger Agreement and the Indiana Rights Agreement, (e) Indiana has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the Indiana Option in accordance with its terms, and at all times from the date hereof through the expiration of the Indiana Option will have reserved, 5,927,524 authorized and unissued Indiana Shares, such amount being subject to adjustment as provided in Section 11, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (f) upon delivery of the Indiana Shares to SIGCORP upon the exercise of the Indiana Option in accordance with its terms, SIGCORP will acquire the Indiana shares free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (g) except as described in Section 4.4(b) or (c) of the Merger Agreement and subject to the satisfaction of the conditions set forth in Section 3 hereof, the execution and delivery of this Agreement by Indiana does not, and the consummation by Indiana of the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or with...
REPRESENTATIONS AND WARRANTIES OF INDIANA. 18 Section 5.1
REPRESENTATIONS AND WARRANTIES OF INDIANA. Indiana Energy represents and warrants to SIGCORP as follows:
