|HRG GROUP, INC. filed this Form SC 13D/A on 10/26/2016|
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2.2 Enforceability. This Agreement has been duly authorized, executed and delivered by such Seller and, assuming the due and valid authorization, execution and delivery of this Agreement by the Purchaser, this Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting or relating to creditors’ rights generally and general equitable principles (the “Bankruptcy and Equity Exceptions”).
2.3 No Violation; Consents and Approvals. The execution, delivery and performance of this Agreement, the consummation by such Seller of the transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement, do not and will not (a) violate, or conflict with, any provision of the organizational documents of such Seller, (b) violate any law applicable to, binding upon or enforceable against such Seller, (c) violate, conflict, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any contract or agreement to which such Seller is a party or any order or judgment of any federal, state, provincial or local governmental or regulatory commission, board, bureau, agency, court or regulatory or administrative body (a “Governmental Authority”) or arbitrator, or (d) require any notice to, declaration, filing or registration with, approvals or consents of, or assignments by, any Governmental Authority, other than filings required to be made under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); except, in the case of (b) and (c) of the foregoing, for any such violation, conflict, breach or default which would not have a material adverse effect on such Seller and its subsidiaries, taken as a whole.
2.4 No Brokers. Such Seller has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions or similar compensation in connection with the transactions contemplated hereby for which the Purchaser is or would be obligated to pay.
2.5 Ownership of the Shares. Such Seller has, immediately prior to the Closing, clear, unencumbered record and beneficial title to the Shares, free and clear of any Liens (other Liens on transfer imposed under applicable securities laws). Upon the consummation of the purchase of their respective Shares hereunder, the Purchaser shall own such purchased Shares free and clear of any Liens (other than any Liens created by the Purchaser and Liens on transfer imposed under applicable securities laws).
2.6 Sophisticated Sellers. Such Seller is (a) experienced, sophisticated and knowledgeable in the trading of securities of a type comparable to the Shares, (b) willing to consummate the transactions contemplated hereby notwithstanding its lack of knowledge of the Designated Information (as defined below), as the case may be, and (c) aware that it must bear the risk of an investment in the Shares and is able to bear such risk. Notwithstanding the generality of the foregoing, such Seller acknowledges that it (w) has been provided with the opportunity to conduct due diligence in connection with the transactions contemplated by this Agreement and also has adequate information concerning the Shares to make an informed decision regarding the sale and purchase contemplated by this Agreement, (x) is able to bear the economic risk associated with the sale or purchase of the Shares, (y) has such knowledge and experience, and has undertaken transactions regarding investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the sale or purchase of securities of the type contemplated herein, and (z) has independently and without reliance upon the other Parties, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that each Seller has relied upon the representations, warranties, acknowledgments and covenants of the Purchaser expressly provided in this Agreement. Such Seller acknowledges that the Purchaser has not given such Seller any investment or tax advice, credit information or opinion on whether the sale of the Shares is prudent.
2.7 Designated Information. Such Seller acknowledges that the Purchaser may receive or may have received, may have access to, and may be in possession of material, non-public, confidential information concerning the Shares, the Issuer, and the Issuer’s and/or its Affiliates’ financial condition, results of operations, businesses, properties, active or pending litigation, assets, liabilities, management, projections, appraisals, plans and prospects (“Designated Information”) that has not been disclosed to such Seller. The Designated Information may be indicative of a value of the Shares that is substantially different from the Purchase Price to be paid by the Purchaser to the applicable Sellers in the transaction contemplated hereby. Such Seller expressly waives and releases the Purchaser from any and all claims and liabilities arising from the Purchaser’s failure to disclose, or such Seller’s failure to obtain and review, the Designated Information, and such Seller agrees to make no claim against the Purchaser in respect of the transactions contemplated hereby relating to the Purchaser’s failure to disclose, or such Seller’s failure to obtain and review, such Designated Information. Such Seller acknowledges that the Purchaser is relying on the representations and warranties set forth in this Section 2.7 in engaging in the transactions contemplated hereby, and would not engage in such transactions in the absence of such representations and warranties.
2.8 Exclusivity of Representations, Warranties & Acknowledgments. The representations, warranties and acknowledgments made by such Seller in this Agreement are the exclusive representations and warranties made by such Seller. Such Seller hereby disclaims any other express or implied representations or warranties.
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