Common use of REPRESENTATIONS AND WARRANTIES OF INDIANA Clause in Contracts

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 without notice or lapse of time, or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") of Indiana or any of its subsidiaries, pursuant to, (A) any provision of the Amended and Restated Articles of Incorporation or bylaws of Indiana, (B) any provisions of any loan or credit agreement, note, mortgage, indenture, lease, Indiana benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Indiana or its properties or assets, which Violation, in the case of each of clauses (B) and (C), could reasonably be expected to have an Indiana Material Adverse Effect, (h) except as described in Section 4.4(c) of the Merger Agreement or Section 1(b) or Section 3 hereof, the execution and delivery of this Agreement by Indiana does not, and the performance of this Agreement by Indiana will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (i) none of Indiana, any of its affiliates or anyone acting on its or their behalf has issued, sold or offered any security of Indiana to any person under circumstances that would cause the issuance and sale of the Indiana Shares, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act as in effect on the date hereof and, assuming the representations of SIGCORP contained in Section 6(h) hereof are true and correct, the issuance, sale and delivery of the Indiana Shares hereunder would be exempt from the registration and prospectus delivery requirements of the Securities Act, as in effect on the date hereof (and Indiana shall not take any action which would cause the issuance, sale and delivery of the Indiana Shares hereunder not to be exempt from such requirements), and (j) any SIGCORP Shares acquired pursuant to this Agreement will be acquired for Indiana's own account, for investment purposes only and will not be acquired by Indiana with a view to the public distribution thereof in violation of any applicable provision of the Securities Act.

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, Indiana and constitutes a valid and binding obligation of Indiana Indiana, and, assuming this Agreement constitutes a valid and binding obligation of SIGCORP, is enforceable against Indiana in accordance with its terms, (d) prior to any delivery of Indiana has taken all necessary corporate or other action (including the approval Shares in consideration of the Board purchase of Directors of Indiana) to render inapplicable to this Agreement and the Merger Agreement and the transactions contemplated hereby and therebySIGCORP Shares pursuant hereto, the provisions of the IBCL referred to in Section 4.15 of the Merger Agreement and the Indiana Rights Agreement, (e) Indiana has will have taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the issue such 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, Shares 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 and to render inapplicable to the receipt by SIGCORP of the Indiana Shares the provisions of the IBCL referred to in Section 4.15 of the Merger Agreement and the Indiana Rights Agreement referred to in Section 4.15 of the Merger Agreement, (e) upon any delivery of such Indiana Shares to SIGCORP upon the exercise in consideration of the Indiana Option in accordance with its termspurchase of SIGCORP Shares pursuant hereto, SIGCORP will acquire the Indiana shares Shares free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (gf) 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 the breach of any provision of, or constitute a default (with or without notice or lapse of time, or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") of Violation by Indiana or any of its subsidiaries, pursuant to, to (A) any provision of the Amended and Restated Articles of Incorporation or bylaws of Indiana, (B) any provisions of any loan or credit agreement, note, mortgage, indenture, lease, Indiana benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Indiana or its properties or assets, which Violation, in the case of each of clauses (B) and (C), could reasonably be expected to would have an Indiana Material Adverse Effect, (hg) except as described in Section 4.4(c) of the Merger Agreement or Section 1(b) or Section 3 hereof, the execution and delivery of this Agreement by Indiana does not, and the performance of this Agreement consummation by Indiana of the transactions contemplated hereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (i) none of Indiana, any of its affiliates or anyone acting on its or their behalf has issued, sold or offered any security of Indiana to any person under circumstances that would cause the issuance and sale of the Indiana Shares, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act as in effect on the date hereof and, assuming the representations of SIGCORP contained in Section 6(h) hereof are true and correct, the issuance, sale and delivery of the Indiana Shares hereunder would be exempt from the registration and prospectus delivery requirements of the Securities Act, as in effect on the date hereof (and Indiana shall not take any action which would cause the issuance, sale and delivery of the Indiana Shares hereunder not to be exempt from such requirements), Authority and (jh) any SIGCORP Shares acquired pursuant to this Agreement upon exercise of the SIGCORP Option will be acquired for Indiana's own account, for investment purposes only and will not be be, and the SIGCORP Option is not being, acquired by Indiana with a view to the public distribution thereof in violation of any applicable provision of the Securities Act.