REPRESENTATIONS AND WARRANTIES OF PUGET. Puget represents and warrants to the Company that (a) Puget is a corporation duly organized, validly existing and in good standing under the laws of the state of Washington 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 Puget and the consummation by Puget of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Puget and no other corporate proceedings on the part of Puget are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by Puget and constitutes a valid and binding obligation of Puget, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against Puget in accordance with its terms, (d) prior to any delivery of Puget Shares in consideration of the purchase of Company Shares pursuant hereto, Puget will have taken all necessary corporate action to authorize for issuance and to permit it to issue such Puget 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, and to render inapplicable to the receipt by the Company of the Puget Shares the provisions of the WBCA referred to in Section 5.15 of the Merger Agreement, (e) upon any delivery of such Puget Shares to the Company in consideration of the purchase of Company Shares pursuant hereto, the Company will acquire the Puget Shares free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (f) except as described in Section 5.4(b) of the Merger Agreement, the execution and delivery of this Agreement by Puget does not, and the consummation by Puget of the transactions contemplated hereby will not, violate, conflict with, or result in the breach of any provision of, or constitute a default (with or without notice or lapse of time, or both) under, or result in any Violation by Puget or any of its subsidiaries, pursuant to (A) any provision of the Restated Articles of Incorporation or Bylaws of Puget, (B) any provisions of any loan or credit agreement, note, mortgage, indenture, lease, Puget benefit plan or other agreement, obligation, instrument, permit, concession, franchise or license or (C) any judgment, order, decree, statute, law, ordinance, rul...
REPRESENTATIONS AND WARRANTIES OF PUGET. 26 Section 5.1 Organization and Qualification ...................... 26 Section 5.2 Subsidiaries ........................................ 26 Section 5.3 Capitalization ...................................... 27
REPRESENTATIONS AND WARRANTIES OF PUGET. Puget represents and warrants to WeCo and WNG as follows:
