NWA Corp is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
NWA Corp has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by NWA Corp. of this Agreement and the performance of the transactions herein contemplated to be performed by NWA Corp. have been duly authorized by the Board of Directors and no further corporate action on the part of NWA Corp. is necessary to authorize this Agreement and the performance of such transactions. This Agreement has been duly executed and delivered by NWA Corp. and, assuming due authorization, execution and delivery by BTNY, constitutes the legal, valid and binding agreement of NWA Corp., enforceable against NWA Corp. in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding at law or in equity).
NWA Corp and KLM will attempt to agree on the value of securities or other property described in clause (iii) of paragraph (b) above. If they cannot reach agreement within 15 days after the definitive terms of the Control Transaction have been publicly announced or, if earlier, 15 days after notice to KLM, NWA Corp. and KLM will each promptly engage an investment banking firm to perform valuations of such securities or other property and to attempt to agree on their value. If such firms are unable to agree on a valuation within 10 days after they have both been so engaged, such firms shall promptly jointly select a third nationally recognized investment banking firm to perform its own valuation of such securities or other property, which valuation shall be determinative.
NWA Corp shall indemnify and hold harmless KLM, on an after-tax basis, from any taxes imposed under the laws of The Netherlands in respect of a payment made to KLM pursuant to Section 2.2(d) or 2.3 which would not have been imposed had the purchase and sale of Shares occurred on the Original Repurchase Dates in accordance with the Original Repurchase Agreement. KLM will seek indemnity under this Section 2.4 only after attempting in good faith and failing to achieve the same consequences under the tax laws of The Netherlands for a payment made to KLM pursuant to Section 2.2(d) or 2.3 as the tax consequences that apply to consideration received by KLM under Section 2.1.
NWA Corp has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by NWA Corp. of this Agreement and the Ancillary Agreements and the performance of the transactions herein and therein contemplated to be performed by NWA Corp. have been duly authorized by the Board of Directors of NWA Corp., and subject to Section 5.1(a)(v), no further corporate action on the part of NWA Corp. is necessary to authorize this Agreement or the Ancillary Agreements and the performance of such transactions. Subject to Section 5.1(a)(v), each of this Agreement and the Ancillary Agreements has been duly executed and delivered by NWA Corp. and, assuming due authorization, execution and delivery by KLM, constitutes the legal, valid and binding agreement of NWA Corp., enforceable against NWA Corp. in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding at law or in equity).
NWA Corp shall cause Northwest to use all reasonable efforts to consummate the transactions to be effected by Northwest contemplated hereby.
NWA Corp has all requisite corporate power and authority to execute and deliver this Option Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Option Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by NWA Corp.'s Board of Directors and no other corporate proceedings on the part of NWA Corp. are necessary to authorize the execution and delivery of this Option Agreement or to consummate the transactions contemplated hereby. This Option Agreement has been duly and validly executed and delivered by NWA Corp. and constitutes the legal, valid and binding agreement of NWA Corp., enforceable against NWA Corp. in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies.
NWA Corp has taken all necessary corporate action to authorize and reserve and to permit it to issue or sell out of its treasury, as the case may be, and at all times from the date hereof through the termination of this Option Agreement in accordance with its terms will have reserved for issuance or sale out of its treasury upon the exercise of any Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time subject to an Option, and all such Shares of Common Stock, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.
NWA Corp and the Company jointly and severally represent and warrant to, and agree with the Underwriter that:
NWA Corp is duly qualified to transact business as a foreign corporation and is in good standing in the State of Minnesota.]
