the conduct of business; or (iii) has
any cause of action or other claim whatsoever against, or owes or has advanced
any amount to, the Company or any of its Subsidiaries, except for claims in the
ordinary course of business such as for accrued vacation pay, accrued benefits
under employee benefit plans, and similar matters and agreements existing on the
date hereof.
3.14
Cure of December Defaults.
Upon the Closing of the sale and
issuance of the Class A Shares, the contribution of the proceeds therefrom to
RBCA as contemplated by Section 7.02 and the redesignation of Schaublin Holdings
S.A., Schaublin SA, J. Bovagnet SA and Myonic SAS Les Ulis (F) as "restricted
subsidiaries" under the RBCA Indenture and the Company Indenture, the December
Defaults will have been cured, will cease to be continuing and will no longer
serve as the basis for an "Event of Default" under the RBCA Indenture.
3.15
Restated Charter.
The Restated Charter has not been amended,
restated, altered or modified since July 25, 2002.
3.16
Inducement.
The Company and RBCA acknowledge that the Purchasers
have been induced to enter into this Agreement and the Transactions by, among
other things, the representations and warranties contained in this Article 3.
13
ARTICLE 4
REPRESENTATIONS AND
WARRANTIES OF THE PURCHASERS
4.01
Representations and Warranties of Whitney V.
Whitney V hereby
represents and warrants to the Company and RBCA as follows:
(A)
AUTHORIZATION; NO CONTRAVENTION.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY IT OF THIS AGREEMENT AND THE AMENDED STOCKHOLDERS AGREEMENT (I)
IS WITHIN ITS POWER AND AUTHORITY AND HAS BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION, (II) DOES NOT CONTRAVENE THE TERMS OF ITS ORGANIZATIONAL DOCUMENTS OR
ANY AMENDMENT THEREOF, AND (III) SHALL NOT VIOLATE, CONFLICT WITH OR RESULT IN
ANY BREACH OR CONTRAVENTION OF ANY REQUIREMENT OF LAW OR ANY OF ITS CONTRACTUAL
OBLIGATIONS, OR ANY ORDER OR DECREE DIRECTLY RELATING TO IT.
(B)
BINDING EFFECT.
THIS AGREEMENT AND THE AMENDED STOCKHOLDERS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY IT AND EACH OF SUCH AGREEMENTS
CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY.
(C)
SECURITIES LAWS MATTERS.
THE SENIOR PREFERRED SHARES TO BE
ACQUIRED BY WHITNEY V PURSUANT TO THIS AGREEMENT ARE BEING OR SHALL BE ACQUIRED
FOR ITS OWN ACCOUNT AND WITH NO INTENTION OF DISTRIBUTING OR RESELLING SUCH
SECURITIES OR ANY PART THEREOF IN ANY TRANSACTION THAT WOULD BE IN VIOLATION OF
THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA, OR ANY STATE, WITHOUT
PREJUDICE, HOWEVER, TO ITS RIGHT AT ALL TIMES TO SELL OR OTHERWISE DISPOSE OF
ALL OR ANY PART OF ITS SENIOR PREFERRED SHARES UNDER AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, OR UNDER AN EXEMPTION FROM SUCH REGISTRATION
AVAILABLE UNDER THE SECURITIES ACT, AND SUBJECT, NEVERTHELESS, TO THE
DISPOSITION OF ITS PROPERTY BEING AT