Common use of REPRESENTATIONS AND WARRANTIES OF SIGCORP Clause in Contracts

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, indenture, lease, SIGCORP benefit plan or other agreement, obligation, instrument, permit, concession franchise, license or (C) any judgment order, decree, statute, law, ordinance, rule or regulation applicable to SIGCORP or its properties or assets which Violation, in the case of each of clauses (B) and (C), would have a SIGCORP Material Adverse Effect, (g) except as described in Section 5.4(c) of the Merger Agreement or Section 1(b) or 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, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority and (h) any Indiana Shares acquired upon exercise of the Indiana Option will be acquired for SIGCORP's own account, for investment purposes only and will not be, and the Indiana Option is not being, acquired by SIGCORP with a view to the public distribution thereof in violation of any applicable provision of the Securities Act.

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 SIGCORP, constitutes a valid and binding obligation of SIGCORP, 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 has taken all necessary corporate or other action (including the approval of the purchase Board of Indiana Shares pursuant heretoDirectors of SIGCORP) to render inapplicable to this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, the provisions of the IBCL referred to in Section 5.15 of the Merger Agreement and the SIGCORP will have Rights Agreement, (e) SIGCORP has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue issue, upon exercise of the SIGCORP Option in accordance with its terms, and at all times from the date hereof through the expiration of the SIGCORP Option will have reserved, 4,702,483 authorized and unissued SIGCORP Shares, such SIGCORP Shares amount being subject to adjustment as provided in Section 11, 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 (f) upon delivery of the SIGCORP Shares to Indiana upon the provisions exercise of the IBCL referred to SIGCORP Option 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 heretoaccordance with its terms, Indiana will acquire the SIGCORP Shares free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (fg) except as described in Section 5.4(b) or (c) 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 a breach of any provision of, or constitute a default (with or without notice or lapse of time, or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any Violation by obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") of SIGCORP or any of its subsidiaries, pursuant to to, (A) any provision of the Restated Articles of Incorporation or bylaws of SIGCORP SIGCORP, (B) any provisions of any loan or credit agreement, note, mortgage, indenture, lease, SIGCORP benefit plan or other agreement, obligation, instrument, permit, concession concession, franchise, license or (C) any judgment judgment, order, decree, statute, law, ordinance, rule or regulation applicable to SIGCORP or its properties or assets assets, which Violation, in the case of each of clauses (B) and (C), would could reasonably be expected to have a SIGCORP Material Adverse Effect, (gh) except as described in Section 5.4(c) of the Merger Agreement or Section 1(b) or Section 3 hereof, the execution and delivery of this Agreement by SIGCORP does not, and the consummation performance of this Agreement by SIGCORP of the transactions contemplated hereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Authority, (i) none of SIGCORP, any of its affiliates or anyone acting on its or their behalf has issued, sold or offered any security of SIGCORP to any person under circumstances that would cause the issuance and sale of the SIGCORP Shares, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act as in effect on the date hereof and, assuming the representations of Indiana contained in Section 6(h) hereof are true and correct, the issuance, sale and delivery of the SIGCORP Shares hereunder would be exempt from the registration and prospectus delivery requirements of the Securities Act, as in effect on the date hereof (and SIGCORP shall not take any action which would cause the issuance, sale and delivery of the SIGCORP Shares hereunder not to be exempt from such requirements), and (hj) any Indiana Shares acquired upon exercise of the Indiana Option pursuant to this Agreement will be acquired for SIGCORP's own account, for investment purposes only and will not be, and the Indiana Option is not being, be acquired by SIGCORP with a view to the public distribution thereof in violation of any applicable provision of the Securities Act.