Common use of Representations and Warranties of Kaiser Clause in Contracts

Representations and Warranties of Kaiser. Kaiser represents and ---------------------------------------- warrants to VEBA: (a) Organization and Authorization. Kaiser has been duly ------------------------------ incorporated, is validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance of this Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement (as hereafter defined) have been duly authorized by all requisite action. No charter, bylaw, material agreement, material document or material instrument of any kind of which Kaiser is a party or by which it may be bound would be violated by the Transaction. Kaiser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement constitute the valid and legally binding obligation of Kaiser, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally. Kaiser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The Transaction does not contravene any applicable law, rule, or regulation or any order or decree binding on Kaiser. A true and correct copy of the resolutions of the Independent Committee of the Board of Directors of Kaiser and those of the Board of Directors of Kaiser approving the Transaction had previously been delivered to VEBA and are attached to the opinion of counsel provided to VEBA. Prior to adopting those resolutions, the Independent Committee and the Board of Directors of Kaiser received an opinion from Xxxxxxx Xxxxx as to the fairness of the Transaction to the nonselling shareholders of Kaiser.

Representations and Warranties of Kaiser. Kaiser represents and ---------------------------------------- warrants to VEBAPBGC: (a) Organization and Authorization. Kaiser has been duly ------------------------------ incorporated, is validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance of this Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement (as hereafter defined) have been duly authorized by all requisite action. No charter, bylaw, material agreement, material document or material instrument of any kind of which Kaiser is a party or by which it may be bound would be violated by the Transaction. Kaiser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement constitute the valid and legally binding obligation of Kaiser, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally. Kaiser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The Transaction does not contravene any applicable law, rule, or regulation or any order or decree binding on Kaiser. A true and correct copy of the resolutions of the Independent Committee of the Board of Directors of Kaiser and those of the Board of Directors of Kaiser approving the Transaction had previously been delivered to VEBA PBGC and are attached to the opinion of counsel provided to VEBAPBGC. Prior to adopting those resolutions, the Independent Committee and the Board of Directors of Kaiser received an opinion from Xxxxxxx Xxxxx as to the fairness of the Transaction to the nonselling shareholders of Kaiser.

Representations and Warranties of Kaiser. Kaiser ________________________________________ represents and ---------------------------------------- warrants to VEBAPBGC: (a) Organization and Authorization. Kaiser has been ______________________________ duly ------------------------------ incorporated, is validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance of this Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement (as hereafter defined) have been duly authorized by all requisite action. No charter, bylaw, material agreement, material document or material instrument of any kind of which Kaiser is a party or by which it may be bound would be violated by the Transaction. Kaiser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement constitute the valid and legally binding obligation of Kaiser, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally. Kaiser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The Transaction does not contravene any applicable law, rule, or regulation or any order or decree binding on Kaiser. A true and correct copy of the resolutions of the Independent Committee of the Board of Directors of Kaiser and those of the Board of Directors of Kaiser approving the Transaction had previously been delivered to VEBA PBGC and are attached to the opinion of counsel provided to VEBAPBGC. Prior to adopting those resolutions, the Independent Committee and the Board of Directors of Kaiser received an opinion from Xxxxxxx Xxxxx Merrill Lynch as to the fairness of the Transaction to the nonselling xxx xxxsxxxxxg shareholders of Kaiser.

Representations and Warranties of Kaiser. Kaiser represents and ---------------------------------------- warrants to VEBA: (a) Organization and AuthorizationORGANIZATION AND AUTHORIZATION. Kaiser has been duly ------------------------------ incorporated, is validly existing and in good standing under the laws of the State of Delaware. The execution, delivery and performance of this Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement (as hereafter defined) have been duly authorized by all requisite action. No charter, bylaw, material agreement, material document or material instrument of any kind of which Kaiser is a party or by which it may be bound would be violated by the Transaction. Kaiser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement, the Warrant, the Contingent Payment Agreement and the Registration Rights Agreement constitute the valid and legally binding obligation of Kaiser, enforceable in accordance with its terms and conditions, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors' rights generally. Kaiser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The Transaction does not contravene any applicable law, rule, or regulation or any order or decree binding on Kaiser. A true and correct copy of the resolutions of the Independent Committee of the Board of Directors of Kaiser and those of the Board of Directors of Kaiser approving the Transaction had previously been delivered to VEBA and are attached to the opinion of counsel provided to VEBA. Prior to adopting those resolutions, the Independent Committee and the Board of Directors of Kaiser received an opinion from Xxxxxxx Xxxxx Merrill Lynch as to the fairness of the Transaction ox xxx Xraxxxxxion to the nonselling shareholders of Kaiser.