Representations and Warranties of Holding. Holding represents and warrants as follows:
Representations and Warranties of Holding. Holding represents and warrants to the Grantee that (a) Holding has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the Options in accordance with the terms hereof and the Management Stock Subscription Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, the Management Stock Subscription Agreement or otherwise in connection with the transactions contemplated hereby.
Representations and Warranties of Holding. Holding represents and warrants to KIA IV as follows:
Representations and Warranties of Holding. Holding represents and warrants to the Purchaser that (a) Holding has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms, and (c) the Shares, when issued, delivered and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.
Representations and Warranties of Holding. Holding represents and warrants to the Purchaser that (a) Holding has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms, (c) the Shares, when issued, delivered and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, or otherwise in connection with the transactions contemplated hereby, and (d) the Shares, when issued and held by the Purchaser, by the Purchaser's estate upon transfer by operation of law on the Purchaser's death or by the C&D Fund, shall be "Registrable Securities" as provided in the Registration and Participation Agreement.
Representations and Warranties of Holding. Holding represents and warrants to the Stockholder as follows:
Representations and Warranties of Holding. Holding represents and warrants to the Purchaser that (i) Holding is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) the execution and delivery of this Agreement, the Stockholders Agreement and the Registration Rights Agreement, the performance of Holding’s obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Holding, (iii) this Agreement has been duly and validly executed by Holding and constitutes, and the Stockholders Agreement and the Registration Rights Agreement when executed by Holding will constitute, the legal, valid and binding obligations of Holding enforceable against it in accordance with their respective terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally and (iv) the Shares, when issued and delivered in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created by the Purchaser or pursuant to this Agreement, the Stockholders Agreement or the Registration Rights Agreement or otherwise in connection with the transactions contemplated hereby and thereby.
Representations and Warranties of Holding. AND ACQUIROR 23 5.1. Corporate Existence and Power 23 5.2. Corporate Authorization 23 5.3. Governmental Authorization 24 5.4. Non-Contravention 24 5.5. Financing 24 5.6. Information to Be Supplied 25 5.7. No Breach 26 5.8. Disclaimer of Other Representations and Warranties 26 ARTICLE 6 COVENANTS OF THE COMPANY 26 6.1. Company Interim Operations 26 6.2. Stockholder Meeting 29 6.3. Acquisition Proposals; Board Recommendation 29 ARTICLE 7 COVENANTS OF HOLDING AND ACQUIROR 31 7.1. Director and Officer Liability 31 7.2. Employee Benefits 33 7.3. Severance Plan. 34 7.4. Conduct of Holding and Acquiror 34 7.5. Transfer Taxes 34 7.6. Investment Banking Fee 34 7.7. Financing Arrangements 34 7.8. Contribution and Voting Agreement 35 7.9. Board Member 35 ARTICLE 8 COVENANTS OF HOLDING, ACQUIROR AND THE COMPANY 35 8.1. Efforts and Assistance 35 8.2. Proxy Statement and Schedule 13E-3 37 8.3. Public Announcements 38 8.4. Access to Information; Notification of Certain Matters 38 8.5. Further Assurances 39 8.6. Registration Statement 39 8.7. Disposition of Litigation 40 8.8. Confidentiality Agreements 40 8.9. Resignation of Directors 40 8.10. Senior Subordinated Notes 40 ARTICLE 9 CONDITIONS TO MERGER 42 9.1. Conditions to the Obligations of Each Party 42 9.2. Conditions to the Obligations of the Company 42 9.3. Conditions to the Obligations of Acquiror 43 ARTICLE 10 TERMINATION 44 10.1. Termination 44 10.2. Effect of Termination 45 10.3. Fees and Expenses 46 ARTICLE 11
Representations and Warranties of Holding. Holding represents and warrants to the Company and each Purchaser as of the date hereof and as of the Closing Date, as set forth in this Article IV.
Representations and Warranties of Holding. Holding represents and ----------------------------------------- warrants to the Purchaser that (a) Holding has been duly incorporated and - validly exists under the laws of Luxembourg, (b) this Agreement has been duly - authorized, executed and delivered by Holding and constitutes a valid and legally binding obligation of Holding enforceable against Holding in accordance with its terms and (c) the Shares, when issued, delivered and paid for in - accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this Agreement, or otherwise in connection with the transactions contemplated hereby.
