VZ » Topics » REPRESENTATIONS AND WARRANTIES OF THE BUYER

These excerpts taken from the VZ 8-K filed Jun 11, 2008.

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Sellers as of the date hereof and the Closing Date as follows:

Section 4.1 Due Authorization; Enforceability. The Buyer has the requisite corporate (including partnership, limited liability company or other legal organizational) and full legal right, power and authority to execute and deliver this Agreement, to purchase the Transferred Rights and assume the Assumed Obligations as provided herein, and to perform its other obligations hereunder. The execution, delivery and performance of this Agreement by the Buyer have been duly authorized and approved by all necessary corporate (including partnership, limited liability company or other legal organizational) action of the Buyer. This Agreement has been, and each Related Assignment and Assumption entered into by the Buyer in connection herewith on the Closing Date shall be, duly executed and delivered by the Buyer. Assuming the due execution and delivery thereof by each party thereto (other than the Buyer), this Agreement is, and each such Related Assignment and Assumption shall be, the valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to limitations imposed by general principles of equity.

Section 4.2 No Violations; Consents and Approvals. The execution and delivery of this Agreement by the Buyer, the performance by the Buyer of its obligations hereunder, and the consummation by the Buyer of the transactions contemplated hereby does not and will not, with or without the giving of notice or the passage of time or both: (1) violate any provision of the Organization Documents of the Buyer or (2) violate any Law or Orders of any Governmental Authority applicable to the Buyer in any material

 

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respect. No consent, approval or action of, filing with or notice to any Governmental Authority or other Person (other than any that has been obtained, taken or made) is necessary or required under any Law or Order of any Governmental Authority, for the execution and delivery of this Agreement by the Buyer, the performance by the Buyer of its obligations hereunder, or the consummation by the Buyer of the transactions contemplated hereby; provided the Buyer makes no representation as to any such requirement applicable to any other Person.

Section 4.3 Credit Decision; Information.

(a) The Buyer (i) is a sophisticated Person with respect to the purchase of the Transferred Rights and the assumption of the Assumed Obligations, (ii) has adequate information concerning the business and financial condition of the Borrowers and Guarantors to make an informed decision regarding the purchase of the Transferred Rights and the assumption of the Assumed Obligations and (iii) has independently and without reliance upon such Seller, and based on such information as the Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Buyer has relied upon such Seller’s express representations, warranties, covenants and agreements in this Agreement and the Related Assignment and Assumption. The Buyer acknowledges that such Seller has not given the Buyer any investment advice, credit information or opinion on whether the purchase of the Transferred Rights or the assumption of the Assumed Obligations is prudent.

(b) The Buyer acknowledges that (i) such Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, the Borrowers, the Guarantors or any of their respective Affiliates that is not known to the Buyer and that may be material to a decision to purchase the Transferred Rights or assume the Assumed Obligations (“Buyer Excluded Information”), (ii) the Buyer has determined to purchase the Transferred Rights and assume the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) such Seller shall have no liability to the Buyer, and the Buyer waives and releases any claims that it might have against such Seller whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the transactions contemplated hereby; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of such Seller’s express representations or warranties in this Agreement.

Section 4.4 Buyer Acknowledgement. The Buyer acknowledges that: (a) its purchase of the Transferred Rights and assumption of the Assumed Obligations from such Seller is irrevocable; and (b) the Buyer shall have no recourse to such Seller, except for such Seller’s breaches of its representations, warranties or covenants, in each case as expressly stated in this Agreement and the Related Assignment and Assumption.

 

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Sellers as of the date hereof and as of the Closing Date as follows:

Section 4.1 Due Authorization; Enforceability. The Buyer has the requisite corporate (including partnership, limited liability company or other legal organizational) and full legal right, power and authority to execute and deliver this Agreement, to purchase the Transferred Rights and assume the Assumed Obligations as provided herein, and to perform its other obligations hereunder. The execution, delivery and performance of this Agreement by the Buyer have been duly authorized and approved by all necessary corporate (including partnership, limited liability company or other legal organizational) action of the Buyer. This Agreement has been, and each Related Assignment and Assumption entered into by the Buyer in connection herewith on the Closing Date shall be, duly executed and delivered by the Buyer. Assuming the due execution and delivery thereof by each party thereto (other than the Buyer), this Agreement is, and each such Related Assignment and Assumption shall be, the valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to limitations imposed by general principles of equity.

Section 4.2 No Violations; Consents and Approvals. The execution and delivery of this Agreement by the Buyer, the performance by the Buyer of its obligations

 

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hereunder, and the consummation by the Buyer of the transactions contemplated hereby does not and will not, with or without the giving of notice or the passage of time or both: (1) violate any provision of the Organization Documents of the Buyer or (2) violate any Law or Orders of any Governmental Authority applicable to the Buyer in any material respect. No consent, approval or action of, filing with or notice to any Governmental Authority or other Person (other than any that has been obtained, taken or made) is necessary or required under any Law or Order of any Governmental Authority, for the execution and delivery of this Agreement by the Buyer, the performance by the Buyer of its obligations hereunder, or the consummation by the Buyer of the transactions contemplated hereby; provided that the Buyer makes no representation as to any such requirement applicable to any other Person.

Section 4.3 Broker’s Fees. No broker, finder or other Person acting under the authority of the Buyer or any of its Affiliates is entitled to any broker’s commission or other fee in connection with the transactions contemplated hereby for which such Seller could be responsible.

Section 4.4 Credit Decision; Information.

(a) The Buyer (i) is a sophisticated Person with respect to the purchase of the Transferred Rights and the assumption of the Assumed Obligations, (ii) has adequate information concerning the business and financial condition of the Borrowers and Guarantors to make an informed decision regarding the purchase of the Transferred Rights and the assumption of the Assumed Obligations and (iii) has independently and without reliance upon such Seller, and based on such information as the Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Buyer has relied upon such Seller’s express representations, warranties, covenants and agreements in this Agreement and the Related Assignment and Assumption. The Buyer acknowledges that such Seller has not given the Buyer any investment advice, credit information or opinion on whether the purchase of the Transferred Rights or the assumption of the Assumed Obligations is prudent.

(b) The Buyer acknowledges that (i) such Seller currently may have, and later may come into possession of, information with respect to the Transferred Rights, the Assumed Obligations, the Borrowers, the Guarantors or any of their respective Affiliates that is not known to the Buyer and that may be material to a decision to purchase the Transferred Rights or assume the Assumed Obligations (“Buyer Excluded Information”), (ii) the Buyer has determined to purchase the Transferred Rights and assume the Assumed Obligations notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) such Seller shall have no liability to the Buyer, and the Buyer waives and releases any claims that it might have against such Seller whether under applicable securities laws or otherwise, with respect to the nondisclosure of Buyer Excluded Information in connection with the transactions contemplated hereby; provided, however, that Buyer Excluded Information shall not and does not affect the truth or accuracy of such Seller’s express representations or warranties in this Agreement.

 

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Section 4.5 Buyer Acknowledgement. The Buyer acknowledges that: (a) its purchase of the Transferred Rights and assumption of the Assumed Obligations from such Seller is irrevocable; and (b) the Buyer shall have no recourse to such Seller, except for such Seller’s breaches of its representations, warranties or covenants, in each case as expressly stated in this Agreement and the Related Assignment and Assumption.

ARTICLE V

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Jun 11, 2008
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