This excerpt taken from the LYV 10-Q filed Nov 7, 2008.
REPRESENTATIONS AND WARRANTIES OF SELLER
Except as disclosed in the disclosure schedules attached hereto (the Disclosure Schedules), Seller represents and warrants to the Buyer Parties as follows:
3.01 Organization and Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite
corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder.
3.02 Authorization; Valid and Binding Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all required corporate action on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement is the valid and binding agreement of the Buyer Parties, this Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
3.03 Ownership of Capital Stock. As of the date of this Agreement, Seller is the record owner of the Shares and, together with its parent entities, a beneficial owner of the Shares. At the Closing, Seller shall transfer to Buyer good title to the Shares, free and clear of any Liens, other than applicable federal and state securities law restrictions and Liens being released at the Closing.
3.04 No Breach. Except (i) as set forth on Schedule 3.04 and (ii) for the applicable requirements of the HSR Act and any other Antitrust Law, the execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby do not result in any breach of, constitute a default under, result in a violation of, result in the creation of any Lien (other than a Permitted Lien) upon any asset of the Company or any of its Subsidiaries, or require any material permit, authorization, consent or approval by, filing with or notice or declaration to, any Governmental Authority, under (a) the provisions of Sellers certificate of incorporation or bylaws, (b) any indenture, mortgage, note, bond, encumbrance, license, government registration, contract, lease, franchise, permit, agreement or other instrument or obligation to which Seller is a party or by which Seller or its properties or assets may be bound, or (c) any law, statute or regulation or order, judgment or decree to which Seller is subject, except, in the case of clauses (b) and (c), where the failure of any of the foregoing to be true would not have a Material Adverse Effect or a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement.
3.05 Consents. Except for the applicable requirements of the HSR Act and any other applicable Antitrust Law, Seller is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance by it of this Agreement, or the consummation of the transactions contemplated hereby. No consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by Seller in connection with its execution, delivery and performance of this Agreement, or the consummation of the transactions contemplated hereby.
3.06 Litigation. There are no actions, suits or proceedings pending or, to Sellers knowledge, threatened against or affecting Seller before or by any Governmental Authority, which would adversely affect in any material respect Sellers performance under this Agreement or the consummation of the transactions contemplated hereby.