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LPL » Topics » Article 3. Representations and Warranties

This excerpt taken from the LPL 20-F filed Apr 11, 2005.

Article 3. Representations and Warranties

 

3.1 Representations and Warranties of LPL. As of the Effective Date and the Closing Date, LPL hereby represents and warrants, except as set forth in Schedule 1.1, to NEG as follows, with full knowledge that NEG is acting in reliance thereon in executing this Agreement:

 

  (a) Organization: LPL is duly organized and validly existing under the laws of Korea, with full corporate power and authority to conduct its business as it is now being conducted.

  (b) Authority: LPL has the full legal right and requisite power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein.

 

  (c) Conflicts: The execution and delivery of this Agreement by LPL do not, and the performance and consummation by LPL of any of the transactions contemplated herein will not directly or indirectly (i) violate, conflict with, or result in the breach of, any provision of the articles of incorporation or by-laws of LPL; (ii) violate, conflict with, result in the breach or termination of, or otherwise modify the terms under any agreement, contract, undertaking or obligation to which LPL is a party or is subject; or (iii) constitute a violation of any law, decree or regulation applicable to LPL.

 

  (d) Litigation: There are no civil, criminal, administrative actions, audits, suits, claims, arbitrations, litigations, or other proceedings of any kind or nature pending or threatened, against or affecting LPL that are reasonably likely to question or interfere with this Agreement and the transactions contemplated herein.

 

3.2 Representations and Warranties of NEG. As of the Effective Date and the Closing Date, NEG hereby represents and warrants, except as set forth in Schedule 1.2, to LPL as follows, with full knowledge that LPL is acting in reliance thereon in executing this Agreement pursuant hereto:

 

  (a) Organization: NEG is duly organized, validly existing under the laws of Japan, with full corporate power and authority to conduct its business as it is now being conducted.

 

  (b) Authority: NEG has the full legal right and requisite power and authority and has taken all action necessary in order to execute, deliver and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein.

 

  (c) Conflicts: The execution and delivery of this Agreement by NEG does not, and the performance and consummation by NEG of any of the transactions contemplated herein will not directly or indirectly (i) violate, conflict with, or result in the breach of, any provision of the articles of association of NEG; (ii) violate, conflict with, result in the breach or termination of, or otherwise modify the terms under any agreement, contract, undertaking or obligation to which NEG is a party or is subject; or (iii) constitute a violation of any law, decree or regulation applicable to NEG.

(d) Litigation: There are no civil, criminal, administrative actions, audits, suits, claims, arbitrations, litigations, or other proceedings of any kind or nature pending or threatened, against or affecting NEG that is reasonably likely to question or interfere with this Agreement and the transactions contemplated herein.

 

3.3 Additional Representations and Warranties of NEG

 

As of the Effective Date and Closing Date, except to the extent set forth in Schedule 1.3-I attached hereto or Schedule 1.3-II to be delivered by NEG to LPL prior to the Closing Date, NEG, as the sole shareholder of the JVC, represents and warrants, as follows:

 

  3.3.1 There has not been since January 3, 2005 (the “Cut-Off Date”):

 

  (a) Any damage, destruction, loss or forfeiture (whether or not covered by insurance) which has had a material adverse effect on the JVC’s properties, assets, results of operations or financial condition of the JVC;

 

  (b) Any material contractual commitment by the JVC to any third party, other than as expressly provided in this Agreement or arising in the ordinary course of JVC’s business with prior consultation with LPL;

 

  (c) Any waiver or surrender by the JVC of any material right or property;

 

  (d) Any material change in the manner in which the JVC acquires inventory or distributes or sells products and services;

 

  (e) Any change in any accounting procedures or practices used by the JVC, exclusive of changes required by generally accepted accounting or auditing principles or standards;

 

  (f) Any oral or written notice received by the JVC from any of its material suppliers or material customers regarding any intention of such supplier or customer to curtail or terminate its relationship with NEG or the JVC;

 

  (g) Any material change occurring with respect to the JVC’s properties, assets, results of operations or financial condition; and

 

  (h) Any material liabilities of any kind whatsoever, whether absolute or contingent or threatened and whether or not currently determinable, other than liabilities incurred by the JVC in the ordinary course of business since the date of the incorporation of the JVC.

 

  3.3.2 The total authorized shares of the JVC as of the Closing Date consists of 3,600,000 shares of common stock, par value KW 10,000 per share, of which 100,000 shares have been validly issued and fully paid-up.

  3.3.3 The JVC is carrying out its business in compliance with all applicable laws.

 

  3.3.4 The JVC will apply for or procure necessary permits, licenses and insurance necessary for the then current operation of the JVC, as required under Korean law.

 

  3.3.5 NEG and the JVC have in good faith provided all material information to LPL and its professional advisors in connection with the operation of the JVC.

 

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