Common use of REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Sub. Each of Parent and Acquisition Sub represents and warrants to the --- Stockholders as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (b) Each of Parent and Acquisition Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Acquisition Sub, and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. (d) This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub and, assuming this Agreement constitutes a valid and binding obligation of each Stockholder, constitutes a legal and binding agreement of each of Parent and Acquisition Sub enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (e) The execution, delivery and performance by each of Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the constitutional documents of Parent or Acquisition Sub, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (f) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or, any of their respective subsidiaries or properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Acquisition Sub or any of their respective subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent or Acquisition Sub, any of their respective subsidiaries or any of their respective properties, or allow the acceleration of the performance of any obligation of Parent or Acquisition Sub or any of their respective subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition Sub or any of their respective subsidiaries is a party or by which Parent or Acquisition Sub or any of their respective subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition Sub or any of their respective subsidiaries, except in the case of clauses (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate be reasonably expected to prevent, materially delay or materially impair the consummation by such Stockholder of the transactions contemplated by this Agreement. (f) The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub require no filings, notices, declarations, consents or other actions to be made by Parent or Acquisition Sub with, nor are any approvals or other confirmations or consents required to be obtained by Parent or Acquisition Sub from, any Governmental Entity (except those the failure of which to make, give or obtain, individually or in the aggregate, would not reasonably be expected to prevent or materially delay Parent's or Acquisition Sub's ability to consummate the transactions contemplated hereby), other than filings, notices, approvals, confirmations, consents, declarations or decisions (i) required by the HSR Act; (ii) required by the Exchange Act and state securities, takeover and Blue Sky laws; (iii) required by the Canadian Competition Act; (iv) from the Italian Autorita Garante della Concorrenza e del Mercato that it does not intend to initiate a second stage investigation of the transactions contemplated hereby (including the Merger) or any matters arising therefrom under Article 16 of Law no.287 of October 10, 1990; (v) from the German Federal Cartel Office, during the one month time limit referred to in Section 40 paragraph 1 of the Act against Restraints on Competition, that the conditions for a prohibition in Section 36 paragraph 1 of the Act against Restraints on Competition are not fulfilled, or, if no such confirmation is received, this one month time limit having expired without the parties having been notified by the Federal Cartel Office that it has entered into the examination of the proposed concentration; and (vi) from the U.K. Office of Fair Trading that it is not the intention of the U.K. Secretary of State to refer the transactions contemplated hereby or any matters arising therefrom to the MMC (clauses (i) through (vi) are referred to herein as "Parent Governmental Approvals"). -----------------------------

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Sub. Each of Parent and Acquisition Sub represents hereby represent and warrants warrant to the --- Stockholders as follows: (a) Each of Parent and Acquisition Sub Stockholder that each is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation. (b) Each of Parent Delaware and Acquisition Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. . This Agreement has been duly authorized, executed and delivered by and on behalf of each of Parent and Acquisition and constitutes a legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms (cexcept to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency, and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). Except for the filings required under the HSR Act and the Exchange Act, exemptive filings under federal and state securities laws in connection with equity investments in Parent and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (i) The executionno filing with, delivery and performance no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution of this Agreement by and on behalf of each of Parent and Acquisition and the consummation by Parent and Acquisition of the transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by Parent and Acquisition, the consummation of the transactions contemplated hereby have been duly and validly authorized nor the compliance with the terms hereof by the board of directors of each of Parent and Acquisition Sub, and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. (d) This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub and, assuming this Agreement constitutes a valid and binding obligation of each Stockholder, constitutes a legal and binding agreement of each of Parent and Acquisition Sub enforceable against each of Parent and Acquisition Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (e) The execution, delivery and performance by each of Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene or conflict with the constitutional documents of Parent or Acquisition Sub, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (f) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or, any of their respective subsidiaries or properties; (iii) conflict with, or result in the breach any violation of, or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Acquisition Sub or any of their respective subsidiaries is entitled under any provision of, their respective certificate of incorporation or bylaws, any trust agreement, contractloan or credit agreement, license or other instrument binding upon Parent or Acquisition Subnote, any of their respective subsidiaries or any of their respective properties, or allow the acceleration of the performance of any obligation of Parent or Acquisition Sub or any of their respective subsidiaries under any indenturebond, mortgage, deed of trustindenture, leaselease or other agreement, instrument, permit, concession, franchise, license, contractjudgment, instrument order, notice, decree, statute, law, ordinance, rule or other agreement regulation applicable to which Parent or Acquisition Sub or any of their respective subsidiaries is a party or by which Parent or Acquisition Sub or any of their respective subsidiaries or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition Sub or any of their respective subsidiariesAcquisition, except in as the case of clauses (iii) and (iv) for any such contraventionsmay be, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would not individually or in the aggregate be reasonably expected to prevent, materially delay or materially impair the consummation by such Stockholder of the transactions contemplated by this Agreement. (f) The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby by Parent and Acquisition Sub require no filings, notices, declarations, consents or other actions to be made by Parent or Acquisition Sub with, nor are any approvals or other confirmations or consents required to be obtained by Parent or Acquisition Sub from, any Governmental Entity (except those the failure of which to make, give or obtain, individually or in the aggregate, would not reasonably be expected to prevent or materially delay Parent's or Acquisition Sub's ability to consummate Acquisition's, property or assets, as the transactions contemplated hereby), other than filings, notices, approvals, confirmations, consents, declarations or decisions (i) required by the HSR Act; (ii) required by the Exchange Act and state securities, takeover and Blue Sky laws; (iii) required by the Canadian Competition Act; (iv) from the Italian Autorita Garante della Concorrenza e del Mercato that it does not intend to initiate a second stage investigation of the transactions contemplated hereby (including the Merger) or any matters arising therefrom under Article 16 of Law no.287 of October 10, 1990; (v) from the German Federal Cartel Office, during the one month time limit referred to in Section 40 paragraph 1 of the Act against Restraints on Competition, that the conditions for a prohibition in Section 36 paragraph 1 of the Act against Restraints on Competition are not fulfilled, or, if no such confirmation is received, this one month time limit having expired without the parties having been notified by the Federal Cartel Office that it has entered into the examination of the proposed concentration; and (vi) from the U.K. Office of Fair Trading that it is not the intention of the U.K. Secretary of State to refer the transactions contemplated hereby or any matters arising therefrom to the MMC (clauses (i) through (vi) are referred to herein as "Parent Governmental Approvals"). -----------------------------case may be.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Sub. Each of Parent and Acquisition Sub each represents and warrants to the --- Stockholders Company as follows: (a) Each of Parent and Acquisition Sub each is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporationMaryland. (b) Each of Parent and Acquisition Sub each has all necessary corporate power and authority necessary to execute enable it to enter into this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate carry out the transactions contemplated hereby. (c) The execution, delivery and performance of by this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Agreement. All corporate actions necessary to authorize each of Parent and Acquisition Sub, and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize enter into this Agreement or to consummate and carry out the transactions so contemplated. (d) contemplated by it have been taken. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub andand (assuming the due authorization, assuming this Agreement constitutes execution and delivery by the Company) is a valid and binding obligation of each Stockholder, constitutes a legal and binding agreement of each of Parent and Acquisition Sub Acquisition, enforceable against each of Parent and Acquisition Sub them in accordance with its terms, terms (except that such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and other similar laws, now laws of general application affecting or hereafter in effect, affecting relating to the enforcement of creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to the discretion general principles of the court before which any equity, whether considered in a proceeding therefor may be broughtat law or in equity). (ec) The execution, Neither the execution or delivery and performance by each of Parent and Acquisition Sub of this Agreement and or of any document to be delivered in accordance with this Agreement nor the consummation of the transactions contemplated hereby do not and by this Agreement or by any document to be delivered in accordance with this Agreement will not (i) contravene or conflict with the constitutional documents of Parent or Acquisition Subviolate, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (f) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or, any of their respective subsidiaries or properties; (iii) conflict with, or result in the a breach or termination of any provision of of, or constitute a default (or an event which, with or without the giving of notice or the lapse of time or bothboth would constitute a default) under, the Charter or give rise to Bylaws of either Parent or Acquisition, any right of termination, cancellation, agreement or loss of any benefit instrument to which either Parent or Acquisition Sub or any subsidiary of their respective subsidiaries is entitled under any provision either of any agreement, contract, license or other instrument binding upon Parent or Acquisition Sub, any of their respective subsidiaries or any of their respective properties, or allow the acceleration of the performance of any obligation of Parent or Acquisition Sub or any of their respective subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition Sub or any of their respective subsidiaries them is a party or by which Parent or Acquisition Sub any of them is bound, any law, or any of their respective subsidiaries order, rule or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition regulation of any Lien on any asset of Parent court or governmental agency or other regulatory organization having jurisdiction over Parent, Acquisition Sub or any of their respective subsidiaries, except in the case of clauses (iii) and (iv) for any such contraventionsviolations or breaches of, conflictsor defaults under, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens agreements or instruments which would not not, individually or in the aggregate aggregate, reasonably be reasonably expected to prevent, materially delay or materially impair impede the consummation ability of Parent and Acquisition to consummate the Tender Offer, the Merger and the other transactions contemplated by such Stockholder this Agreement. (d) Except for (i) the filing with the SEC of amendments to Parent’s Schedule 13D relating to the Company, the Schedule TO, reports on Form 8-K and any related or other filings required under, and compliance with, the applicable requirements of, the Exchange Act, (ii) the filing of Articles of Merger with the Department pursuant to the MGCL and other filings and notices to be made by Company as provided hereunder, (iii) compliance with state securities and takeover laws and the filing of documents with various state securities authorities that may be required in connection with the Transactions contemplated hereby, and (iv) filings and notices required as a result of facts and circumstances attributable solely to the Company, no governmental filings, authorizations, approvals or consents, or other governmental action, other than the termination or expiration of waiting periods under the HSR Act, if any, are required to permit Parent and Acquisition to fulfill all their obligations under this Agreement. (e) Acquisition was formed solely for the purpose of engaging in the transactions contemplated by this Agreement. Acquisition has not, and on the Effective Date will not have, engaged in any activities or incurred, directly or indirectly, any obligations or liabilities, except the activities relating to or contemplated by this Agreement and obligations or liabilities incurred in connection with those activities and with the transactions contemplated by this Agreement. (f) The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation Neither any of the transactions contemplated hereby by Parent and Acquisition Sub require no filings, notices, declarations, consents or other actions to be made Offer Documents nor any information supplied by Parent or Acquisition Sub withfor inclusion in the Schedule 14D-9 will, nor at the respective times the Schedule TO (or amendment to it) that contains the Offer Documents or the Schedule 14D-9 is filed with the SEC or the Offer Documents or the Schedule 14D-9 are first sent to the Company's stockholders, contain a false or misleading statement with respect to any approvals material fact or other confirmations or consents omit to state any material fact required to be obtained stated or included in it or necessary in order to make the statements made or included in it, in light of the circumstances under which they are made, not misleading. On the day the Proxy Statement is mailed to the Company's stockholders and on the day of the Stockholders Meeting, none of the information supplied by Parent or Acquisition Sub fromfor inclusion in the Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated as part of that information or necessary in order to make the information supplied by Acquisition, in light of the circumstances under which it is supplied, not misleading or necessary to correct any statement in any earlier communication with respect to the Stockholders Meeting or the solicitation of proxies to be used at the Stockholders Meeting. However, Acquisition does not make any representations or warranties with respect to information supplied by the Company or any of its affiliates or representatives for inclusion in the Offer Documents, or with respect to the Schedule 14D-9 or the Proxy Statement (except to the extent of information supplied by Parent or Acquisition for inclusion in the Schedule 14D-9 or the Proxy Statement). The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules under it. (g) Acquisition is wholly owned by Parent. Parent has sufficient funds to enable Parent to fulfill its obligations under Section 11.1, and therefore to enable Acquisition to purchase and pay for in a timely manner all the Common Stock which is tendered in response to the Tender Offer and enable Acquisition to fulfill in a timely manner all its obligations with regard to the Merger, including the payment of any debt required to be repaid, redeemed or retired as a result of the Transaction, any Governmental Entity and all fees and expenses required to be paid by Parent, Acquisition and the Surviving Corporation in connection with Transactions and all its other obligations under this Agreement. (except those h) Except as shown on Schedule 4.3-H, neither Acquisition nor Parent is the failure subject of any suit or governmental proceeding which to make, give or obtain, individually or in the aggregate, would not reasonably be expected seeks to prevent or materially delay Parent's or Acquisition Sub's ability to consummate from completing the transactions which are the subject of this Agreement, nor, to the best of the knowledge of any officer of Parent has any such suit or proceeding been threatened. (i) Except as reported on Schedule 13D, filed by Parent with the SEC, as amended, none of Parent, Acquisition or any of their affiliates beneficially owns (within the meaning of Section 13 of the Exchange Act), or will prior to the earlier of the Effective Time or the termination of this Agreement (other than as a result of the Transactions contemplated hereby), other than filings, notices, approvals, confirmations, consents, declarations or decisions beneficially own any shares of Common Stock. (ij) required by the HSR Act; (ii) required by the Exchange Act Parent has elected to be taxed as a REIT and state securities, takeover and Blue Sky laws; (iii) required by the Canadian Competition Act; (iv) from the Italian Autorita Garante della Concorrenza e del Mercato is operating in a manner that will enable it does not intend to initiate qualify as a second stage investigation of the transactions contemplated hereby (including the Merger) or any matters arising therefrom under Article 16 of Law no.287 of October 10, 1990; (v) from the German Federal Cartel Office, REIT during the one month time limit referred to in Section 40 paragraph 1 of the Act against Restraints on Competition, that the conditions for a prohibition in Section 36 paragraph 1 of the Act against Restraints on Competition are not fulfilled, or, if no such confirmation is received, this one month time limit having expired without the parties having been notified by the Federal Cartel Office that it has entered into the examination of the proposed concentration; and (vi) from the U.K. Office of Fair Trading that it is not the intention of the U.K. Secretary of State to refer the transactions contemplated hereby or any matters arising therefrom to the MMC (clauses (i) through (vi) are referred to herein as "Parent Governmental Approvals"). -----------------------------2013.

REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Sub. Each of Parent and Acquisition Sub represents and warrants to the --- Stockholders Company as follows: (a) Each of Parent and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its incorporationDelaware, and Acquisition is a corporation duly organized, validly existing and in good standing under the laws of the state of Florida. Acquisition is a wholly owned Subsidiary of Parent. (b) Each of Parent and Acquisition Sub has all necessary corporate power and authority necessary to execute enable it to enter into this Agreement and deliver this Agreement, to perform its obligations hereunder and to consummate carry out the transactions contemplated hereby. (c) The execution, delivery and performance of by this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Agreement. All corporate actions necessary to authorize each of Parent and Acquisition Sub, and no other corporate proceedings on the part of Parent or Acquisition Sub are necessary to authorize enter into this Agreement or to consummate and carry out the transactions so contemplated. (d) contemplated by it have been taken. This Agreement has been duly and validly executed and delivered by each of Parent and Acquisition Sub andAcquisition. Assuming due authorization, assuming execution and delivery of this Agreement constitutes by the Company, this Agreement is a valid and binding obligation of each Stockholder, constitutes a legal and binding agreement of each of Parent and Acquisition Sub Acquisition, enforceable against each of Parent and Acquisition Sub them in accordance with its terms, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency reorganization, fraudulent conveyance, insolvency, moratorium or other similar laws, now laws affecting the rights and remedies of creditors generally and by equitable principles of general application (regardless of whether such enforceability is considered in a proceeding at law or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtequity). (ec) The execution, Neither the execution and delivery and performance by each of Parent and Acquisition Sub of this Agreement and or of any document to be delivered in accordance with this Agreement nor the consummation of the transactions contemplated hereby do not and by this Agreement or by any document to be delivered in accordance with this Agreement will not (i) contravene or conflict with the constitutional documents of Parent or Acquisition Subviolate, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (f) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or, any of their respective subsidiaries or properties; (iii) conflict with, or result in the a breach or termination of any provision of of, or constitute a default (or an event which, with or without the giving of notice or the lapse of time or both, would constitute a default) under, the certificate of incorporation or give rise to bylaws of Parent or the articles of incorporation or bylaws of Acquisition or any right of termination, cancellation, or loss the terms of any benefit agreement or instrument to which either Parent or Acquisition Sub or any of their respective subsidiaries is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent or Acquisition Sub, any of their respective subsidiaries or any of their respective properties, or allow the acceleration of the performance of any obligation of Parent or Acquisition Sub or any of their respective subsidiaries under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition Sub or any of their respective subsidiaries is a party or by which Parent or Acquisition Sub or any either of their respective subsidiaries or any of their respective assets or properties them is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition Sub or any of their respective subsidiaries, except in the case of clauses (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which would or defaults that could not individually prevent or in the aggregate be reasonably expected to prevent, materially delay the consummation of the Offer and/or the Merger. (d) Except as shown on Schedule 3.2-D, no governmental filings, authorizations, approvals, or consents, or other governmental action, other than the expiration or termination of waiting periods under the HSR Act, if any, are required to permit each of Parent and Acquisition to fulfill all its obligations under this Agreement. (e) There is no suit, claim, action, proceeding or investigation pending or, to the knowledge of Parent, threatened against Parent or any Subsidiary of Parent which if determined adversely to Parent or such Subsidiary would prevent or materially impair delay the consummation by such Stockholder of Offer or prevent or materially delay the Company from consummating the Merger or the other transactions contemplated by this Agreement. (f) The executionParent (i) has delivered a true and correct copy of a financing commitment letter issued by Bank of America, delivery N.A. to Parent, which financing, together with funds set forth in clause (ii) below and performance such other funds that may be available from the Company after consummation of the Offer, will provide the funds necessary to consummate the Offer and the Merger on the terms contemplated by this Agreement and to fund the related option cancellation payments and all fees and expenses related to transactions contemplated in this Agreement, (ii) has received and retained a subordinated loan from its ultimate parent company (or a subsidiary thereof) of at least $80 million, which loan is subordinated to all obligations of Parent to the Company pursuant to or arising under this Agreement and (iii) has no material indebtedness owed to any person. (g) Acquisition Sub is not and has never been a party to any material agreements and has not conducted any activities other than in connection with the organization of Acquisition, the commencement of the Offer, the negotiation and execution of this Agreement and the Shareholders Agreement and the consummation of the transactions contemplated hereby by Parent and hereby. Acquisition Sub require has no filings, notices, declarations, consents or other actions to be made by Parent or Acquisition Sub with, nor are any approvals or other confirmations or consents required to be obtained by Parent or Acquisition Sub from, any Governmental Entity (except those the failure of which to make, give or obtain, individually or in the aggregate, would not reasonably be expected to prevent or materially delay Parent's or Acquisition Sub's ability to consummate the transactions contemplated hereby), other than filings, notices, approvals, confirmations, consents, declarations or decisions (i) required by the HSR Act; (ii) required by the Exchange Act and state securities, takeover and Blue Sky laws; (iii) required by the Canadian Competition Act; (iv) from the Italian Autorita Garante della Concorrenza e del Mercato that it does not intend to initiate a second stage investigation of the transactions contemplated hereby (including the Merger) or any matters arising therefrom under Article 16 of Law no.287 of October 10, 1990; (v) from the German Federal Cartel Office, during the one month time limit referred to in Section 40 paragraph 1 of the Act against Restraints on Competition, that the conditions for a prohibition in Section 36 paragraph 1 of the Act against Restraints on Competition are not fulfilled, or, if no such confirmation is received, this one month time limit having expired without the parties having been notified by the Federal Cartel Office that it has entered into the examination of the proposed concentration; and (vi) from the U.K. Office of Fair Trading that it is not the intention of the U.K. Secretary of State to refer the transactions contemplated hereby or any matters arising therefrom to the MMC (clauses (i) through (vi) are referred to herein as "Parent Governmental Approvals"). -----------------------------Subsidiaries.