Common use of Parent Representations Clause in Contracts

Parent Representations. Parent hereby represents and warrants to Penwest and each member of the Penwest Group that the statements contained in this Section 9 are true and correct in all material respects on the date hereof: (a) No part of the Penwest stock being distributed in the Distribution will be received by a shareholder of Parent in such shareholder's capacity as a creditor, employee or in any capacity other than that of a shareholder of Parent. (b) To the best of Parent's knowledge and belief, shareholders of Parent owning stock two years prior to the Distribution Date will continue to hold at least 50% of the stock of Parent two years after the Distribution Date. (c) Parent has no plan or intention to liquidate Parent, to merge it with another corporation or to sell or otherwise dispose of the assets of Parent subsequent to the Distribution except in the ordinary course of business. (d) To the best of Parent's knowledge and belief, no plan or intention exists by the shareholders of Parent to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in Parent or Penwest subsequent to the Distribution. (e) Following the Distribution, each of Parent and Penwest will operate as independent corporations except that certain administrative and other common activities of the two corporations will be undertaken by common personnel in accordance with the Ancillary Agreements. Payments made in connection with all continuing transactions between, and services provided for, each of Parent and Penwest will be for fair market value based on terms and conditions arrived at by the Parties bargaining at arm's length. (f) Parent has no plan or intention for the transfer or cessation of a substantial portion of the business of Parent or other substantial change in the business of Parent following the Distribution.

Parent Representations. Parent hereby represents and warrants to Penwest TLC and each member of the Penwest TLC Group that the statements contained in this Section 9 are true and correct in all material respects on the date hereof: (a) : No part of the Penwest TLC stock being distributed in the Distribution will be received by a shareholder of Parent in such shareholder's capacity as a creditor, employee or in any capacity other than that of a shareholder of Parent. (b) . To the best of Parent's knowledge and belief, shareholders of Parent owning stock two years prior to the Distribution Date will continue to hold at least 50% of the stock of Parent two years after the Distribution Date. (c) . Parent has no plan or intention to liquidate Parentliquidate, to merge it with another corporation or to sell or otherwise dispose of the its assets of Parent subsequent to the Distribution except in the ordinary course of business. (d) . To the best of Parent's knowledge and belief, no plan or intention exists by the shareholders of Parent to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in Parent or Penwest TLC subsequent to the Distribution. (e) . Following the Distribution, each of Parent and Penwest TLC will operate as independent corporations except that certain administrative and other common activities of the two corporations will be undertaken by common personnel in accordance with the Ancillary Agreements. Payments made in connection with all continuing transactions between, and services provided for, each of Parent and Penwest TLC will be for fair market value based on terms and conditions arrived at by the Parties parties bargaining at arm's length. (f) . Parent has no plan or intention for the transfer or cessation of a substantial portion of the business of Parent or other substantial change in the business of Parent following the Distribution.

Parent Representations. Parent hereby represents and warrants to Penwest TLC and each member of the Penwest TLC Group that the statements contained in this Section 9 are true and correct in all material respects on the date hereof: (a) No part of the Penwest TLC stock being distributed in the Distribution will be received by a shareholder of Parent in such shareholder's capacity as a creditor, employee or in any capacity other than that of a shareholder of Parent. (b) To the best of Parent's knowledge and belief, shareholders of Parent owning stock two years prior to the Distribution Date will continue to hold at least 50% of the stock of Parent two years after the Distribution Date. (c) Parent has no plan or intention to liquidate Parentliquidate, to merge it with another corporation or to sell or otherwise dispose of the its assets of Parent subsequent to the Distribution except in the ordinary course of business. (d) To the best of Parent's knowledge and belief, no plan or intention exists by the shareholders of Parent to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in Parent or Penwest TLC subsequent to the Distribution. (e) Following the Distribution, each of Parent and Penwest TLC will operate as independent corporations except that certain administrative and other common activities of the two corporations will be undertaken by common personnel in accordance with the Ancillary Agreements. Payments made in connection with all continuing transactions between, and services provided for, each of Parent and Penwest TLC will be for fair market value based on terms and conditions arrived at by the Parties parties bargaining at arm's length. (f) Parent has no plan or intention for the transfer or cessation of a substantial portion of the business of Parent or other substantial change in the business of Parent following the Distribution.