REPRESENTATIONS AND WARRANTIES OF MIAMI, INTERMEDIATE HOLDCO AND MERGER SUB. Except as otherwise disclosed or identified in (a) the Miami Public Documents filed or published on or prior to the date hereof (excluding any risk factor disclosure and disclosure of risks included in any “forward-looking statements” disclaimer included in such Miami Public Documents that are predictive, forward-looking or primarily cautionary in nature); provided, this exception (i) shall apply only to the extent that the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on its face and (ii) shall not apply to Sections 6.1, 6.3, 6.6, 6.9, 6.16, 6.24, 6.25, 6.26, 6.27 and 6.28, or (b) the Miami Disclosure Schedule, Miami, Intermediate Holdco and Merger Sub, jointly and severally, hereby represent and warrant to Houston and Seattle as follows:
REPRESENTATIONS AND WARRANTIES OF MIAMI, INTERMEDIATE HOLDCO AND MERGER SUB. Except as otherwise disclosed or identified in (a) the Miami Public Documents filed or published on or prior to the date hereof (excluding any risk factor disclosure and disclosure of risks included in any “forward-looking statements” disclaimer included in such Miami Public Documents that are predictive, forward-looking or primarily cautionary in nature); provided, this exception (i) shall apply only to the extent that the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on its face and (ii) shall not apply to Sections 6.1, 6.3, 6.6, 6.9, 6.16, 6.24, 6.25, 6.26, 6.27 and 6.28, or (b) the Miami Disclosure Schedule, Miami, Intermediate Holdco and Merger Sub, jointly and severally, hereby represent and warrant to Houston and Seattle as follows:
6.1. Organization of Miami, Intermediate Holdco and Merger Sub
(a) Miami has been duly organized and is validly existing under the laws of England and Wales and has all requisite corporate power and authority to own, lease and operate its assets where such assets are now owned, leased and operated and to conduct its business as it is now being conducted. Miami has made available to Houston true and complete copies of the Organizational Documents of Miami. Miami is duly licensed or qualified and in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be so licensed or qualified or in good standing (or equivalent status as applicable), except as would not, individually or in the aggregate, have a Miami Material Adverse Effect.
(b) Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Merger Sub is a direct wholly owned Subsidiary of Intermediate Holdco and an indirect wholly owned Subsidiary of Miami. Intermediate Holdco is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Intermediate Holdco is a direct wholly owned Subsidiary of Miami. The copies of the Organizational Documents of Intermediate Holdco and Merger Sub which were previously furnished or made available to Houston are true and complete copies of such documents as in effect on the date of this Agreement.
