Common use of UPC Representations and Warranties Clause in Contracts

UPC Representations and Warranties. UPC hereby represents and warrants, as of the date hereof and as of the Closing, to Overnite, OHI, Overnite Delaware, OTC and MCI as follows: (a) Each of UPC and OHI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by each of UPC and OHI and the performance of its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of UPC and OHI, and this Agreement has been duly and validly executed and delivered by UPC and OHI. (b) This Agreement constitutes the legal, valid and binding obligation of UPC, enforceable against UPC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights and remedies generally and general principles equity. (c) Neither the execution and delivery of this Agreement by UPC or OHI, nor the performance of their respective obligations hereunder, nor the consummation of the transactions contemplated hereby, will (i) violate any law, rule, regulation, order or judgment applicable to UPC or OHI, or the properties or assets of UPC or OHI, (ii) violate or conflict with any provision of the certificate of incorporation or by-laws of UPC or OHI or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, contract, lease, license or instrument to which UPC or OHI is a party or by which it is bound or to which any of its assets is subject, except in each case for any violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice which will not have a material adverse effect on the ability of UPC or OHI to consummate the transactions contemplated by this Agreement. Neither UPC nor OHI is required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”), in order for UPC or OHI to execute and deliver this Agreement or to consummate the transactions contemplated by this Agreement, except for any failure to give notice or to file or obtain any authorization, consent or approval which would not have a material adverse effect on the ability of UPC or OHI to consummate the transactions contemplated by this Agreement. (d) The authorized capital stock of OHI consists of 1,000 OHI Shares, of which 100 shares are issued and outstanding as of the date hereof. UPC holds of record and beneficially owns such OHI Shares free and clear of any and all Liens, other than restrictions on transfer of the OHI Shares imposed under applicable Federal or state securities laws. All of the OHI Shares have been duly authorized and are validly issued, fully paid and nonassessable. UPC is not a party to, and is not otherwise subject to or bound by, any voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of OHI, other than the rights of Overnite under this Agreement. Except for the rights of Overnite under this Agreement, there are no outstanding options, warrants, rights, agreements or other commitments, or any statutory or contractual preemptive or subscription rights, pursuant to which OHI is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, or otherwise entitling any other Person to participate in or otherwise receive any payment based on the value of, any securities of OHI (including OHI Shares). (e) UPC acknowledges that the Overnite Shares being acquired by it hereunder have not been registered under the Securities Act or registered or qualified under applicable state securities laws. UPC will not offer to sell or otherwise dispose of the Overnite Shares so acquired by it in violation of any of the registration requirements of the Securities Act or any comparable state securities laws.

UPC Representations and Warranties. UPC hereby represents and warrants, as of the date hereof and as of the Closing, to Overnite, OHI, Overnite Delaware, OTC and MCI as follows: (a) Each of UPC and OHI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by each of UPC and OHI and the performance of its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of UPC and OHI, and this Agreement has been duly and validly executed and delivered by UPC and OHI. (b) This Agreement constitutes the legal, valid and binding obligation of UPC, enforceable against UPC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights and remedies generally and general principles equity. (c) Neither the execution and delivery of this Agreement by UPC or OHI, nor the performance of their respective obligations hereunder, nor the consummation of the transactions contemplated hereby, will (i) violate any law, rule, regulation, order or judgment applicable to UPC or OHI, or the properties or assets of UPC or OHI, OHI (ii) violate or conflict with any provision of the certificate of incorporation or by-laws of UPC or OHI or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, contract, lease, license or instrument to which UPC or OHI is a party or by which it is bound or to which any of its assets is subject, except in each case for any violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice which will not have a material adverse effect on the ability of UPC or OHI to consummate the transactions contemplated by this Agreement. Neither UPC nor OHI is required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”), in order for UPC or OHI to execute and deliver this Agreement or to consummate the transactions contemplated by this Agreement, except for any failure to give notice or to file or obtain any authorization, consent or approval which would not have a material adverse effect on the ability of UPC or OHI to consummate the transactions contemplated by this Agreement. (d) The authorized capital stock of OHI consists of 1,000 OHI Shares, of which 100 shares are issued and outstanding as of the date hereof. UPC holds of record and beneficially owns such OHI Shares free and clear of any and all Liens, other than restrictions on transfer of the OHI Shares imposed under applicable Federal or state securities laws. All of the OHI Shares have been duly authorized and are validly issued, fully paid and nonassessable. UPC is not a party to, and is not otherwise subject to or bound by, any voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of OHI, other than the rights of Overnite under this Agreement. Except for the rights of Overnite under this Agreement, there are no outstanding options, warrants, rights, agreements or other commitments, or any statutory or contractual preemptive or subscription rights, pursuant to which OHI is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, or otherwise entitling any other Person to participate in or otherwise receive any payment based on the value of, any securities of OHI (including OHI Shares). (e) UPC acknowledges that the Overnite Shares being acquired by it hereunder have not been registered under the Securities Act or registered or qualified under applicable state securities laws. UPC will not offer to sell or otherwise dispose of the Overnite Shares so acquired by it in violation of any of the registration requirements of the Securities Act or any comparable state securities laws.

UPC Representations and Warranties. UPC hereby represents and ----------------------------------- warrants, as of the date hereof and as of the Closing, to Overnite, OHI, Overnite Delaware, OHI and OTC and MCI as follows: (a) Each of UPC and OHI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by each of UPC and OHI and the performance of its obligations hereunder have been duly and validly authorized by all necessary corporate action on the part of UPC and OHIUPC, and this Agreement has been duly and validly executed and delivered by UPC and OHIUPC. (b) This Agreement constitutes the legal, valid and binding obligation of UPC, -7- enforceable against UPC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ ' rights and remedies generally and general principles of equity. (c) Neither the execution and delivery of this Agreement by UPC or OHIUPC, nor the performance of their respective its obligations hereunder, nor the consummation of the transactions contemplated hereby, will (i) violate any law, rule, regulation, order or judgment applicable law to which UPC or OHI, or the properties or assets of UPC or OHIis subject, (ii) violate or conflict with any provision of the certificate of incorporation charter or by-laws of UPC or OHI UPC, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, contract, lease, license or instrument to which UPC or OHI is a party or by which it is bound or to which any of its assets is subject, except in each case for any violation, conflict, breach, default, acceleration, termination, modification, cancellation or failure to give notice which will not have a material adverse effect on the ability of UPC or OHI to consummate the transactions contemplated by this Agreement. Neither UPC nor OHI is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Federal, state or local, domestic or foreign, government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”), entity in order for UPC or OHI to execute and deliver this Agreement or to consummate the transactions contemplated by this Agreement, except for any failure to give notice notice, or to file or obtain any authorization, consent or approval which would not have a material an adverse effect on the ability of UPC or OHI to consummate the transactions contemplated by this Agreement. (d) The authorized There are no outstanding shares of capital stock of OHI consists other than the 100 OHI Shares held of 1,000 OHI Shares, of which 100 shares are issued record and outstanding as of the date hereofowned beneficially by UPC. UPC owns and holds of record and beneficially owns such OHI Shares free and clear of any and all Liensliens, claims, encumbrances, security interests, options, charges and restrictions of any kind, other than restrictions on transfer of the OHI Shares imposed under applicable Federal or state State securities laws. All of the OHI Shares have been duly authorized and are validly issued, fully paid and nonassessable. UPC is not a party to, and is not otherwise subject to or bound by, any voting trusts, proxies proxies, or other agreements or understandings with respect to the voting of any capital stock of OHI, other than the rights of Overnite under this Agreement. Except for the rights of Overnite under this Agreement, there are no outstanding options, warrants, rights, agreements warrants or other commitments, rights to purchase or any statutory or contractual preemptive or subscription rights, pursuant to which OHI is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or soldacquire, or otherwise entitling any other Person the holder thereof to participate in or otherwise receive any payment based on the value of, any securities of OHI (including the OHI Shares). (e) UPC acknowledges that The authorized capital stock of OTC consists of 40 million shares of common stock, $1.00 par value per share (the Overnite "OTC Shares"), of which 1,000 OTC Shares being acquired by it hereunder have not been are validly issued and outstanding, fully paid and nonassessable. OHI is the sole registered under the Securities Act or registered or qualified under applicable state securities laws. UPC will not offer to sell or otherwise dispose and beneficial holder of the Overnite outstanding OTC Shares. None of the OTC Shares so acquired by it have been issued in violation of any of, and none of the registration requirements OTC Shares is subject to, any preemptive or subscription rights. Except for the OTC Shares, there are no shares of the Securities Act capital stock or other equity securities of OTC outstanding. There are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which UPC or OHI is or may become obligated to sell, purchase or return any comparable state shares of capital stock or other securities laws.of OTC. 3A.