REPRESENTATIONS AND WARRANTIES OF PARENTCO AND SUBCO. Section 2.01 Organization and Good Standing 2 Section 2.02 Consents, Authorizations and Binding Effect 2 Section 3.01 Organization and Good Standing 4 Section 3.02 Consents, Authorizations, and Binding Effect 4 Section 3.03 Public Filings; Financial Statements 6 Section 3.04 Determination by the Board 7 Section 3.05 Insurance 7 Section 3.06 Litigation and Compliance 7 Section 3.07 Taxes 8 Section 3.08 Pension and Other Employee Plans and Agreements 11 Section 3.09 Labour Relations 14 Section 3.10 Contracts, Etc. 14 Section 3.11 Absence of Certain Changes, Etc. 16 Section 3.12 Subsidiaries 17 Section 3.13 Capitalization 18 Section 3.14 Environmental Matters 19 Section 3.15 Permits; Ownership 20 Section 3.16 MSHA, OSHA Matters 21 Section 3.17 [Reserved] 21
REPRESENTATIONS AND WARRANTIES OF PARENTCO AND SUBCO. Parentco and Subco hereby jointly and severally represent and warrant to and in favour of Zemex as follows and acknowledge that Zemex is relying on such representations and warranties in entering into this Agreement and completing the transactions contemplated herein:
REPRESENTATIONS AND WARRANTIES OF PARENTCO AND SUBCO. Parentco and Subco, jointly and severally, hereby represent and warrant to the Principal Securityholders that:
(a) Parentco is a corporation validly existing under the laws of Peru and Subco is a corporation validly existing under the Canada Business Corporations Act;
(b) Parentco and Subco each have all requisite power and authority to enter into this Agreement and the Arrangement Agreement and to perform their respective obligations hereunder and thereunder;
