UVV » Topics » SCHEDULE V (PURCHASERS WARRANTIES)

This excerpt taken from the UVV 8-K filed Jul 11, 2006.

SCHEDULE V (PURCHASER’S WARRANTIES)

 

1. The Purchaser is a Dutch corporation and has been duly incorporated and validly exists under the Laws of its jurisdiction and has the necessary corporate capacity and power to enter into the Agreement and to perform its obligations under the Agreement.

 

2. All corporate and other action required to be taken by the Purchaser to authorize the execution of the Agreement and the performance of its obligations under the Agreement has been duly taken, or will have been duly taken, by Completion.

 

3. The Agreement has been duly executed on behalf of the Purchaser and constitutes legal, valid and binding obligations of the Purchaser, enforceable in accordance with their terms.

 

4. The execution and performance of the Agreement do not conflict with or result in a breach of any provision of the Articles of Association or equivalent constitutional documents of the Purchaser or any provision of any applicable Law and will not result in a breach of any agreement to which the Purchaser is bound.

 

5. No approval, consent, license or notice to any regulatory or governmental body must be obtained or made by the Purchaser in connection with the execution and performance by the Purchaser of this Agreement, other than those referred to in Clauses 4.1.1, 4.1.2 and 4.1.3. To the Purchaser’s knowledge there is no pending, threatened or any basis for any action, suit, proceeding or investigation by any person, entity or governmental body which questions or might jeopardize the validity of this Agreement or challenges any of the transactions contemplated hereby.

 

6. No investigation, action or proceeding is pending or threatened against the Purchaser or any affiliate that may have the effect of preventing, delaying or prohibiting or otherwise interfering with any of the transactions contemplated by this Agreement.

 

7. The commitment letter and facility agreement (copies of which are attached in Schedule XXI) (the “Commitment Letters”) have been signed by the parties thereto, are valid, binding and enforceable in accordance with their terms and under the Laws of the Netherlands and are not subject to any conditions not contained in this Agreement or such Commitment Letters.

 

8. The Purchaser is purchasing the Shares for its own account, for investment, and not with a view to any distribution of the Shares in violation of U.S. securities Laws.

 

9. Neither Purchaser nor any of its affiliates holds any controlling interest in any entity resulting in any horizontal or vertical overlap resulting in a combined market share of more than 15%. The information provided by counsel to Purchaser to counsel to Seller by e-mail dated May 6, 2006 concerning the ownership of Purchaser is accurate and complete in all material respects. This warranty will not survive Completion.

 

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