REPRESENTATIONS AND WARRANTIES OF SIGCORP. SIGCORP represents and warrants to Indiana that (a) SIGCORP is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana 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 SIGCORP and the consummation by SIGCORP of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SIGCORP and no other corporate proceedings on the part of SIGCORP are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by SIGCORP and constitutes a valid and binding obligation of SIGCORP, and, assuming this Agreement constitutes a valid and binding obligation of Indiana, is enforceable against SIGCORP in accordance with its terms, (d) prior to any delivery of SIGCORP Shares in consideration of the purchase of Indiana Shares pursuant hereto, SIGCORP will have taken all necessary corporate action to authorize for issuance and to permit it to issue such SIGCORP 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 Indiana of the SIGCORP Shares the provisions of the IBCL referred to in Section 5.15 of the Merger Agreement and the SIGCORP Rights Agreement referred to in Section 5.15 of the Merger Agreement, (e) upon any delivery of such SIGCORP Shares to Indiana in consideration of the purchase of Indiana Shares pursuant hereto, Indiana will acquire the SIGCORP 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 and subject to the satisfaction of the conditions set forth in Section 3 hereof, the execution and delivery of this Agreement by SIGCORP does not, and the consummation by SIGCORP 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 SIGCORP or any of its subsidiaries, pursuant to (A) any provision of the Restated Articles of Incorporation or bylaws of SIGCORP (B) any provisions of any loan or credit agreement, note, mortgage, indentur...
REPRESENTATIONS AND WARRANTIES OF SIGCORP. 6 Section 4.1
REPRESENTATIONS AND WARRANTIES OF SIGCORP. SIGCORP represents and warrants to Indiana as follows:
