This excerpt taken from the AMSC 8-K filed Nov 29, 2006.
REPRESENTATIONS OF THE TRUST REGARDING THE TRUST
The Trust represents and warrants to the Buyer that the statements contained in this Article II are true and correct.
2.1. Due Organization. The Trust is duly organized, validly existing and in good standing under the laws of Austria. The Trust has furnished to the Buyer complete and accurate copies of its trust certificate (Stiftungsurkunde) and supplementary trust certificate (Stiftungszusatzurkunde) with confidential sections thereof redacted. The Trust is not in default under or in violation of any provisions of its trust certificate (Stiftungsurkunde) and supplementary trust certificate (Stiftungszusatzurkunde).
2.2. Title. The Trust has good and marketable title to the Shares, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.
2.3. Authority. The Trust has the full right, power and authority to enter into this Agreement and to transfer, convey and sell to the Buyer at the Closing the Shares and, upon consummation of the purchase contemplated hereby, the Buyer will acquire from the Trust good and marketable title to the Shares, free and clear of all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever. This Agreement has been duly and validly executed and delivered by the Trust and constitutes a valid and binding obligation of the Trust, enforceable against it in accordance with its terms.
2.4. Noncontravention. Neither the execution and delivery by the Trust of this Agreement, nor the consummation by the Trust of the transactions contemplated hereby, will (a) conflict with or violate any provision of the trust certificate (Stiftungsurkunde) and supplementary trust certificate (Stiftungszusatzurkunde) of the Trust, (b) require on the part of the Trust any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Trust is a party or by which the Trust is bound or to which any of its assets is subject, except for (i) any conflict, breach, default,
- 5 -
acceleration, termination, modification or cancellation which would not adversely affect (x) the consummation of the transactions contemplated hereby or (y) the Buyers continuing operation of the Company following the Closing or (ii) any notice, consent or waiver the absence of which would not adversely affect (x) the consummation of the transactions contemplated hereby or (y) the Buyers continuing operation of the Company following the Closing, (d) result in the imposition of any Security Interest upon any assets of the Trust or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Trust or any of its properties or assets.
2.5. Regulatory Approvals. The Trust is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by it or the transfer, conveyance and sale of the Shares pursuant to the terms hereof.
2.6. Brokers. The Trust does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.
2.7. Investment Representation. The Trust is acquiring the Buyer Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same in violation of any applicable securities laws; and, except as contemplated by this Agreement and the agreements contemplated herein, the Trust has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof.