Transaction Representations. 3.1 The Issuer represents and warrants to the Bank that none of the following events have occurred and are continuing (or have only occurred and are continuing as a result of the COVID-19 outbreak and have been disclosed to the Bank):
Transaction Representations. All representations and warranties of the Loan Parties in the Transaction Documents are true and correct in all material respects as of each date made or deemed made.
Transaction Representations. Each Transaction sold, transferred and assigned to Purchaser hereunder meets each and every of the following criteria (and such Transactions are referred to, collectively, as "Eligible Transactions" and each, individually, as an "Eligible Transaction"):
Transaction Representations. (i) Each Transaction Document is genuine and, to the Borrower’s knowledge, represents a valid obligation of the Obligor named therein, and each such Transaction Document is and will continue to be enforceable against each Obligor in accordance with the terms thereof, without defense, offset or counterclaim, subject to the Bankruptcy Exception;
Transaction Representations. The fair market value of the Stock Consideration to be received by the Targets is approximately equal to the fair market value of the Shares. Neither Target has any plan or intention to sell, exchange or otherwise dispose of a number of shares of the Stock Consideration that would reduce each Target's ownership of Common Stock to a number of shares having a value, as of the Closing Date, of less than one hundred percent (100%) of the value of all of the Shares as of the Closing Date. Each Corporation has on the date hereof, and will have on the Closing Date, no plan or intention to issue additional shares of stock that would result in Acquiror losing control of any Corporation within the meaning of Section 368(c)(1) of the Code. Except as otherwise provided in this Agreement, the Corporations have paid, and will continue to pay, the Target and Corporation expenses in connection with the transaction contemplated by this Agreement. Targets are selling the Shares solely in exchange for the Stock Consideration and Targets are not receiving any cash or other consideration in connection therewith. Prior to the Closing Date, none of the compensation received by any Target from any Corporation was separate consideration for, or allocable to, any of Target's shares in any of the Corporations. None of the Shares was separate consideration for, or allocable to, any employment agreement and any compensation paid by any Corporation to any Target was for services actually rendered and was commensurate with amounts paid to third parties bargaining at arms-length for similar services.
Transaction Representations. Neither Acquiror nor MiniMed has any plan or intention to (a) liquidate any of the Corporations, (b) merge any of the Corporations into another corporation, (c) cause any of the Corporations to sell or otherwise dispose of any of their assets (except for dispositions made in the ordinary course of business), (d) sell or otherwise dispose of any of the Shares, other than to Affiliates of MiniMed or Acquiror, or (e) reacquire any of the Stock Consideration. Except as otherwise provided in this Agreement, MiniMed and Acquiror each paid its own expenses in connection with the transaction contemplated by this Agreement. Acquiror is acquiring the Shares solely in exchange for the Stock Consideration and Acquiror is not providing any cash or other consideration in order to obtain the Shares. Acquiror and MiniMed are not assuming, and will not assume at Closing, any liabilities of any of the Corporations, which liabilities shall remain the obligation of the respective Corporations. During the five (5) years prior to the date hereof (and prior to the Closing Date), neither Acquiror nor MiniMed owned, directly or indirectly, any stock of any of the Corporations. On and after the Closing Date, the Corporations will continue their historic business and will continue to use a significant portion of the Corporations' historic business assets in an ongoing business. Neither Acquiror nor MiniMed is an investment company as defined in Section 368(a)(2)(F)(iii) and 368(a)(2)(F)(iv) of the Code.
Transaction Representations. 26 3.2 Disclaimers Regarding Assets.......................................................................... 27 3.3
Transaction Representations. (a) Organization and Existence. ComEd is a duly organized and validly -------------------------- existing corporation in good standing under the laws of the State of Illinois. ComEd has all requisite corporate power and authority to own and lease its properties and operate its business as it is now being operated.
Transaction Representations. (a) Organization and Existence. Purchaser is a duly organized and -------------------------- validly existing corporation in good standing under the laws of the State of California. Prior to Closing, Purchaser will be qualified to do business in the State of Illinois.
Transaction Representations. (a) The Company has delivered to the Administrative Agent a complete and correct copy of (i) the Scheme Documents (if and when issued) or, as the case may be, the Offer Documents (if and when issued) and (ii) the Company Merger Agreement. The release of the Offer Press Announcement and the posting of the Takeover Offer Documents if a Takeover Offer is pursued has been or will be, prior to their release or posting (as the case may be) duly authorized by New HoldCo. Each of the obligations of New HoldCo under the Takeover Offer Documents is or will be, when entered into and delivered, the legal, valid, binding and enforceable obligation of New HoldCo, in each case, except as may be limited by (i) the requirements or rulings of the Panel and (ii) the Reservations (as if applicable to the Takeover Offer Documents).
