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This excerpt taken from the JRN 10-K filed Mar 10, 2005. OF THE BUYER
In order to induce the Seller and JCI to enter into this Agreement, the Buyer, jointly and severally, makes the following representations and warranties to the Seller and JCI.
5.1 Organization. MCC-Wisconsin is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Ohio, is authorized to transact business therein, has filed with the Secretary of State of Ohio the most recent annual report required to be filed by it, has not filed articles of dissolution and has a perpetual period of existence. MCC-Norway is a corporation duly organized, validly existing and in good standing under the Laws of
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the State of Michigan, is authorized to transact business therein, has filed with the Secretary of State of Michigan the most recent annual report required to be filed by it, has not filed articles of dissolution and has a perpetual period of existence. Multi-Color is a corporation duly organized, validly existing and in good standing under the Laws of the State of Ohio, is authorized to transact business therein, has filed with the Secretary of State of Ohio the most recent annual report required to be filed by it, has not filed articles of dissolution and has a perpetual period of existence. Buyer has, and at all times has had, full corporate or other applicable power and authority to own and lease its properties as such properties are now owned and leased and to conduct its business as and where such businesses have and are now being conducted.
5.2 Enforceability; Conflicting Obligations. This Agreement, the Confidentiality Agreement and all other agreements of the Buyer contemplated hereby are or, upon the execution thereof, will be the valid and binding obligations of the Buyer enforceable against it in accordance with their terms. The execution and delivery of this Agreement and the Confidentiality Agreement do not, and the consummation of the purchase of the Purchased Assets and the Business will not, conflict with or violate any provision of the articles of incorporation or bylaws of the Buyer, or any provisions of any Contract or Law to which the Buyer is subject or to which the Buyer is a party.
5.3 Authorization. The Buyer has all necessary power and authority to enter into and perform the transactions contemplated herein in accordance with the terms and conditions hereof. The execution and delivery of this Agreement, and the performance by the Buyer of its obligations contained herein, have been duly approved by the Buyer’s Board of Directors.
5.4 Brokerage. The Buyer has not incurred, nor made commitment for, any brokerage, finder’s or similar fee in connection with the transactions contemplated by this Agreement.
5.5 Litigation. There is no litigation, proceeding or governmental investigation pending, or to the Buyer’s Knowledge, threatened against or relating to the transactions contemplated herein.
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