REPRESENTATIONS AND WARRANTIES OF TRW. Except as disclosed in a separate disclosure statement, a copy of which has been delivered by TRW to Buyer prior to the execution of this Agreement and is attached hereto (the "TRW Disclosure Letter"), TRW hereby represents and warrants to Buyer the matters set forth below. Information disclosed in any section of the TRW Disclosure Letter shall be deemed to be disclosed with respect to such other sections of this Agreement or the TRW Disclosure Letter to which such disclosure on its face would reasonably pertain in light of the form and substance of the disclosure made. All representations and warranties relating to the Spanish Affiliate are made only to the knowledge of TRW.
REPRESENTATIONS AND WARRANTIES OF TRW. 9.1 TRW represents and warrants to SmarTire that, as of the date of this Agreement and at the date upon which the initial Shares referred to in Section 2.1 are to be issued hereunder:
(a) TRW has not assigned, transferred, sub-licensed or sold the Medium and Heavy Duty Truck Market License to another party and TRW has absolute authority to assign the Medium and Heavy Duty Truck Market License to SmarTire;
(b) TRW is resident in the United States;
(c) TRW has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and it has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(d) TRW is not aware of any advertisement of any of the Shares;
(e) no person has made to TRW any written or oral representations:
(i) that any person will resell or repurchase any of the Shares;
(ii) that any person will refund the purchase price of any of the Shares;
(iii) as to the future price or value of any of the Shares; or
(iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of SmarTire on any stock exchange or automated dealer quotation system; and
(f) TRW is acquiring the Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part.
9.2 SmarTire is entitled to rely on the representations and warranties of TRW contained in this Agreement and in the U.S. Securities Law Questionnaire (the "Questionnaire") to be completed by TRW prior to closing in the form attached as Schedule "B" hereto, which forms a part of this Agreement.
REPRESENTATIONS AND WARRANTIES OF TRW. Section 4.1 Organization and Existence.....................................................................28 -------------------------- Section
REPRESENTATIONS AND WARRANTIES OF TRW. Section 3.1 Corporate Existence and Power 9 Section 3.2 Corporate Authorization 10 Section 3.3 Governmental Authorization 11 Section 3.4 Non-Contravention 11 Section 3.5 Capitalization 12 Section 3.6 Subsidiaries 12 Section 3.7 Commission Filings 13 Section 3.8 Financial Statements 14 Section 3.9 Disclosure Documents 14 Section 3.10 Absence of Certain Changes 15 Section 3.11 No Undisclosed Material Liabilities 16 Section 3.12 Litigation 16 Section 3.13 Taxes 16 Section 3.14 Tax Treatment 17 Section 3.15 Employee Benefit Plans 17 Section 3.16 Compliance with Laws 18 Section 3.17 Environmental Matters 19 Section 3.18 Opinion of Financial Advisor 19 Section 3.19 Takeover Statutes 19 Section 3.20 Finders’ or Advisors’ Fees 19 Section 3.21 Intellectual Property; Software 19 Section 3.22 Government Contracts 20
Section 3.23 Problems with Customers and Suppliers 21 Section 3.24 Certain Business Practices 21 Section 3.25 No Knowledge of Breach 22 Section 3.26 No Additional Representations or Warranties 22
REPRESENTATIONS AND WARRANTIES OF TRW. TRW represents and warrants to Parent that, except as set forth in the disclosure letter delivered by TRW to Parent simultaneously with the execution of this Agreement (the “TRW Disclosure Letter”) or the TRW Commission Documents (as defined in Section 3.7) filed prior to the date of this Agreement; it being understood that any matter set forth in the TRW Disclosure Letter or in the TRW Commission Documents shall be deemed disclosed with respect to any section of this Article III to which the matter relates, so long as the description of such matter in the TRW Disclosure Letter or TRW Commission Documents would be reasonably inferred to be a disclosure with respect to such sections of this Article III:
Section 3.1 Corporate Existence and Power. TRW is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Ohio, and has all corporate powers and all governmental licenses, permits, authorizations, consents and approvals required to carry on its business as now conducted, except for those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on TRW. TRW is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the assets or property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on TRW. For purposes of this Agreement, a “Material Adverse Effect” with respect to any Person means any event, circumstance or change that (i) materially adversely affects the ability of such Person and its Subsidiaries, taken as a whole, to perform its obligations hereunder or to consummate the transactions contemplated hereby or (ii) is materially adverse to the business, assets, financial
