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EYE » Topics » REPRESENTATIONS AND WARRANTIES

This excerpt taken from the EYE 8-K filed Dec 5, 2007.

REPRESENTATIONS AND WARRANTIES

Section 2.1 REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. The Stockholders represent and warrant to the Company that (i) one or more of the Stockholders is the record and direct or indirect beneficial owner of the Shares, (ii) each of the Stockholders, other than the ValueAct Partners, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute and deliver this Agreement, (iii) this Agreement has been duly executed and delivered by the Stockholders, and (iv) this Agreement constitutes the valid and binding agreement of the Stockholders, enforceable against the Stockholders in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect.

Section 2.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Stockholders that (i) the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, (ii) this Agreement has been duly executed and delivered by the Company, and (iii) this Agreement constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect. The Company further represents and warrants to the Stockholders that the actions contemplated by Sections 1.1 of this Agreement have been duly and validly authorized by all necessary corporate action and expressly approved by the Board.

This excerpt taken from the EYE 8-K filed Jul 3, 2007.

REPRESENTATIONS AND WARRANTIES

22.01 By AMO.

AMO represents and warrants that:

 

  (1) AMO is a corporation, validly existing and in good standing under the laws of Delaware;

 

  (2) AMO has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;

 

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  (3) AMO is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on AMO’s ability to fulfill its obligations under this Agreement;

 

  (4) the execution, delivery and performance of this Agreement has been duly authorized by AMO;

 

  (5) AMO is in compliance with all applicable Federal, state, local or other laws and regulations applicable to AMO in connection with its obligations under this Agreement and has obtained all applicable permits, licenses and Governmental Approvals required of AMO in connection with its obligations under this Agreement; and

 

  (6) there is no outstanding litigation, arbitrated matter or other dispute to which AMO is a party which, if decided unfavorably to AMO, would reasonably be expected to have a potential or actual material adverse effect on AMO’s or IBM’s ability to fulfill its respective obligations under this Agreement.

22.02 By IBM.

IBM represents and warrants that:

 

  (1) IBM is a corporation duly organized, validly existing and in good standing under the laws of New York;

 

  (2) IBM has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement;

 

  (3) IBM is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on IBM’s ability to fulfill its obligations under this Agreement;

 

  (4) the execution, delivery and performance of this Agreement has been duly authorized by IBM;

 

  (5) IBM is in compliance with all applicable Federal, state, local or other laws and regulations applicable to IBM as an information technology services provider and has obtained all applicable permits, licenses and IBM Government Approvals required of IBM in connection with its obligations under this Agreement;

 

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  (6) there is no outstanding litigation, arbitrated matter or other dispute to which IBM is a party which, if decided unfavorably to IBM, would reasonably be expected to have a potential or actual material adverse effect on AMO’s or IBM’s ability to fulfill its respective obligations under this Agreement;

 

  (7) the IBM Proprietary Software does not infringe upon the proprietary rights of any third party, and IBM has obtained and will obtain all rights necessary to grant in full the licenses to the IBM Software and Tools granted by IBM under this Agreement without any additional consideration, and to permit the AMO Entities and Authorized Users to use any and all of the Covered Services provided however that the sole remedy for this warranty is the indemnity provision in Section 27.02 and Section 27.03; and

 

  (8) All Project Staff or any other individuals who will perform any portion of the Covered Services shall be trained and certified (and shall maintain any additional training and certification requirements during the term of this Agreement) in accordance with industry standards for persons providing such services.

22.03 Disclaimer.

EXCEPT AS SPECIFIED IN SECTION 22.01 AND SECTION 22.02, NEITHER AMO, THE AMO ENTITIES NOR IBM MAKES ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES, THE TERMINATION ASSISTANCE SERVICES OR THE SYSTEMS AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

IBM does not warrant uninterrupted or error-free operation of Equipment or Software or that it will find or correct all defects. IBM is not responsible for the integrity of data transmitted over public communications lines. IBM does not warrant the accuracy of any advice, report, data or other product delivered to AMO. IBM is not responsible for loss of records or data, except as expressly stated in Section 15.02.

This excerpt taken from the EYE 8-K filed Apr 3, 2007.

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent and the Lenders that:

EXCERPTS ON THIS PAGE:

8-K
Dec 5, 2007
8-K
Jul 3, 2007
8-K
Apr 3, 2007

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