Representations and Warranties of LG&E Energy. LG&E Energy represents and warrants to KU Energy that (a) LG&E Energy is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by LG&E Energy and the consummation by LG&E Energy of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of LG&E Energy and no other corporate proceedings on the part of LG&E Energy are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by LG&E Energy and constitutes a valid and binding obligation of LG&E Energy, and, assuming this Agreement constitutes a valid and binding obligation of KU Energy, is enforceable against LG&E Energy in accordance with its terms, (d) prior to any delivery of LG&E Energy Shares in consideration of the purchase of KU Energy Shares pursuant hereto, LG&E Energy will have taken all necessary corporate action to authorize for issuance and to permit it to issue such LG&E Energy Shares all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, and to render inapplicable to the receipt by KU Energy of the LG&E Energy Shares the provisions of the BCA referred to in Section 5.15 of the Merger Agreement and the LG&E Energy Rights Agreement referred to in Section 5.19 of the Merger Agreement, (e) upon any delivery of such LG&E Energy Shares to KU Energy in consideration of the purchase of KU Energy Shares pursuant hereto, KU Energy will acquire the LG&E Energy Shares free and clear of all claims, liens, charges, encumbrances and security interests of any nature whatsoever, (f) except as described in Section 5.4(b) of the Merger Agreement and subject to the satisfaction of the conditions set forth in Section 3 hereof, the execution and delivery of this Agreement by LG&E Energy does not, and the consummation by LG&E Energy of the transactions contemplated hereby will not, violate, conflict with, or result in the breach of any provision of, or constitute a default (with or without notice or lapse of time, or both) under, or result in any Violation by LG&E Energy or any of its subsidiaries, pursuant to (A) any provision of the Articles of Incorporation or bylaws...
Representations and Warranties of LG&E Energy. LG&E Energy represents and warrants to KU Energy as follows:
