REPRESENTATIONS AND WARRANTIES OF SUB Clause Samples

REPRESENTATIONS AND WARRANTIES OF SUB. 43 Section 5.1. Organization and Standing.................... 44 Section 5.2. Capital Structure............................ 44 Section 5.3. Authority.................................... 44 ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SUB. 11 Section 6.1 Representations and Warranties of Sub................. 11 Section 6.2 Organization.......................................... 11 Section 6.3 Authorization of Transaction.......................... 11 Section 6.4 Noncontravention...................................... 11

REPRESENTATIONS AND WARRANTIES OF SUB. Sub represents and ------------------------------------- warrants to the Company that the statements contained in this Merger Agreement are correct and complete as of the date of this Merger Agreement.

REPRESENTATIONS AND WARRANTIES OF SUB. Except as otherwise indicated in the letter (which letter is arranged in paragraphs corresponding to the numbered and letter paragraphs contained herein) which has been previously provided to Sub (the "Sub Disclosure Letter”), Sub represents and warrants to Parent, that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date.

REPRESENTATIONS AND WARRANTIES OF SUB. Sub hereby represents and warrants to PBBC that the statements made in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V.

REPRESENTATIONS AND WARRANTIES OF SUB. 12 Section 5.1 Organization and Qualification.........................................12 ------------------------------ Section 5.2 Authority Relative to this Agreement...................................12 ------------------------------------ Section 5.3 Information in Proxy Statement.........................................13 ------------------------------ Section 5.4 Capitalization of Sub..................................................13 --------------------- Section 5.5 Financing..............................................................13 --------- Section 5.6 Operations of the Company Following the Merger.........................13 ---------------------------------------------- Section 5.7 Finder's Fees..........................................................14 ------------- Section 5.8 Review of Company......................................................14 -----------------

REPRESENTATIONS AND WARRANTIES OF SUB. As an inducement to the Company to enter into this Agreement, Sub hereby makes the following representations and warranties to the Company:

REPRESENTATIONS AND WARRANTIES OF SUB. Sub represents and warrants to TSI as follows:

REPRESENTATIONS AND WARRANTIES OF SUB. As an inducement to Terra, the Stockholders and the Optionholders to enter into this Agreement and to consummate the transactions contemplated hereby, CMS Energy and Sub hereby jointly and severally warrant and represent to Terra, the Stockholders and the Optionholders and agree as follows: