Common use of Representations and Warranties of Holding Clause in Contracts

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