NSH » Topics » REPRESENTATIONS AND WARRANTIES OF BUYER

This excerpt taken from the NSH 10-K filed Feb 29, 2008.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that all of the statements contained in this Article IV are true and correct as of the Execution Date, and will be true and correct as of the Closing Date as though made on and as of the Closing Date.

Section 4.1 Organization and Qualification. Buyer is a limited liability company duly organized and validly existing and in good standing under Delaware Law. Buyer has the requisite limited liability company power and authority to carry on its business as it is now being conducted. Buyer is duly qualified as a foreign limited liability company and in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary.

Section 4.2 Due Authority. The execution, delivery and performance of this Agreement and each document, instrument or agreement executed pursuant to this Agreement by Buyer (the “Buyer Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no other action on the part of Buyer is necessary to authorize and approve the execution, delivery and performance of this Agreement or any Buyer Transaction Documents or the consummation of the transactions contemplated hereby and thereby. Buyer is not subject to any provision of its organizational documents or any order or decree of any court or governmental body which would prevent the consummation of the transactions contemplated by this Agreement or any Buyer Transaction Documents. This Agreement has been, and each Buyer Transaction Document will be, duly and validly executed by Buyer and, assuming the due authorization, execution, and delivery of this Agreement and each applicable Buyer Transaction Document by Seller, this Agreement constitutes, and each Buyer Transaction Document will constitute, the legal, valid

 

-34-


and binding obligation of Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

Section 4.3 Conflicts and Approvals. Assuming the accuracy of Seller’s representations and warranties set forth in Section 3.4, as of the date hereof, neither the execution and delivery by Buyer of this Agreement nor the performance by Buyer of its obligations hereunder will, to the Knowledge of Buyer, (A) violate or breach the terms of or cause a default under (i) any Law applicable to Buyer, (ii) the organizational documents of Buyer or (iii) any contract or agreement to which Buyer is a party or by which it or any of its properties or assets is bound or (B), with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.3, except for any matters described in this Section 4.3 that would not reasonably be expected to have a Buyer Material Adverse Effect.

Section 4.4 Litigation. There is no Litigation pending or, to the Knowledge of Buyer, threatened against Buyer except any Litigation that, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect.

Section 4.5 No Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer, except any fees and commissions for which will be discharged by Buyer.

Section 4.6 Availability of Funds. Buyer will at the Closing have sufficient immediately available funds, in cash, sufficient to pay the Purchase Price, as it may be adjusted pursuant to this Agreement.

Section 4.7 No Knowledge of Breach. To the Knowledge of Buyer, Seller is not in breach, as of the date hereof, of any of the representations or warranties of Seller contained in this Agreement.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki