Class 5 - Assignment - Class 5: Representations and...

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Class 5: Representations and Warranties Assignment 1. DEFINITIONS “Knowledge” -- an individual will be deemed to have “Knowledge” of a particular fact or other matter if: (a) such individual is actually aware of such fact or other matter; or [(b) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter.] [A Person (other than an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving, or who has at any time served, as a [director, officer, partner, executor, or trustee [or significant shareholder]] of such Person (or in any similar capacity) [has, or at any time had,] Knowledge of such fact or other matter.] [The Company will be deemed to have “Knowledge” of a particular fact or other matter if any of the individuals set forth on Part 3 of the Disclosure Letter [has] “Knowledge” of such fact or other matter.] 3. REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows: 3.2 AUTHORITY; NO CONFLICT (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Escrow Agreement will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with its terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver
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This note was uploaded on 11/28/2009 for the course LAW 7591 at Cornell University (Engineering School).

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Class 5 - Assignment - Class 5: Representations and...

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