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201300436
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1/17/2013 4:51:23 PM
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1/17/2013 4:51:23 PM
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DEEDS
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201300436
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• <br />• <br />20130043E <br />c. As of the date of execution of this Agreement, SC has full power and <br />authority to execute and deliver this Agreement; the execution and delivery of this <br />Agreement and the complete effectuation of the transaction contemplated herein have <br />been duly authorized by the shareholders and directors of SC; and this Agreement <br />constitutes a valid, binding and enforceable obligation of SC. <br />9. • Warranties and Representations of AC. AC warrants, represents and covenants <br />with SC, its successors and assigns, as follows: <br />a. AC is a limited liability company duly organized, Validly existing and in <br />good standing under the laws of the State of Nebraska. <br />b. The sole member of AC is SC. <br />c. As of the date of execution of this Agreement, AC has full power and <br />authority to execute and deliver this Agreement; the execution and delivery of this <br />Agreement and the complete effectuation of the transaction contemplated herein have <br />been duly authorized by the sole member and managers of AC; and this Agreement <br />constitutes a valid, binding and enforceable obligation of AC. <br />10. Tax -Free Reorganization. AC and SC adopt this Agreement as a Plan of <br />Reorganization and intend that the merger contemplated by this Agreement constitute a tax -free <br />reorganization pursuant to the Internal Revenue Code of 1986, as amended. <br />11. Default. Any default or non - performance of any obligation, warranty or covenant <br />contained herein by either party shall be deemed to constitute a default by such party of all <br />other contracts and agreements then existing between the parties, and the non - defaulting party <br />shall be entitled to exercise all rights and remedies granted herein and under such other existing <br />contracts and agreements. <br />12. Survival. All obligations, covenants, warranties and representation contained <br />herein shall survive the closing and effectuation of the Agreement. <br />13. Further Documents and Actions. <br />a. The directors and officers of SC and the managers of AC are authorized, <br />empowered and directed to execute, deliver, file and/or record such instruments and <br />documents, and to take all actions as shall be required by law or which they deem <br />necessary or advisable to fully carry out the intent and purposes of this Agreement and <br />to accomplish the merger pursuant to the laws of the State of Nebraska. <br />b. Without limiting the generality of the foregoing authorization, if at any time <br />before or after the Effective Date of this merger, SC, as the surviving corporation, shall <br />consider or be advised that any instruments of further assurance are necessary or <br />desirable to vest or to perfect or confirm of record or otherwise, the title of SC, as the <br />surviving corporation, to any property acquired or to be acquired by this Agreement, AC <br />and the appropriate managers shall and will execute and deliver any and all such deeds, <br />assignments, and assurances and do all things necessary or proper so to vest, perfect <br />or confirm title to such property in SC and otherwise carry out the purposes of this <br />Agreement. <br />4827- 8636 - 7762.1 - 3 - <br />
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