PROVIDED TO UGC.
ASSUMING THE DUE EXECUTION AND DELIVERY
BY EACH OF THE OTHER PARTIES THERETO, THE LIBERTY CHILE INVESTMENT AGREEMENTS
CONSTITUTE LEGAL, VALID, AND BINDING OBLIGATIONS OF LIBERTY CHILE OR THE
APPLICABLE SUBSIDIARY THAT IS A PARTY TO SUCH LIBERTY CHILE INVESTMENT
AGREEMENT.
THERE IS NO LEGAL PROCEEDING PENDING, OR TO LMINT'S KNOWLEDGE,
THREATENED IN WRITING RELATING TO ANY OF SUCH LIBERTY CHILE INVESTMENTS OR
LIBERTY CHILE INVESTMENT AGREEMENTS.
(D)
EACH SUBSIDIARY OF LIBERTY CHILE (I) IS DULY ORGANIZED, VALIDLY
EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, (II) HAS ALL REQUISITE POWER AND AUTHORITY TO OWN, LEASE, AND
OPERATE ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING
CONDUCTED, AND (III) IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN
EACH JURISDICTION IN WHICH THE PROPERTIES OWNED, LEASED, OR OPERATED BY IT, OR
THE NATURE OF ITS ACTIVITIES MAKE SUCH QUALIFICATION NECESSARY, EXCEPT WHERE THE
FAILURE TO BE SO QUALIFIED OR LICENSED AND IN GOOD STANDING HAS NOT HAD AND IS
NOT REASONABLY LIKELY TO HAVE A LIBERTY CHILE MATERIAL ADVERSE EFFECT.
22
Section 4.5
Condition; No Undisclosed Liabilities.
(A)
EXCEPT AS PERMITTED OR REQUIRED BY THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS OR THE VTR/MI TRANSACTION DOCUMENTS, SINCE THE CLOSING OF
THE VTR/MI TRANSACTION:
(I)
NO EVENT HAS OCCURRED AND NO CONDITION EXISTS THAT, INDIVIDUALLY
OR TOGETHER WITH OTHER EVENTS AND CONDITIONS, HAS HAD OR, INSOFAR AS LMINT CAN
REASONABLY FORESEE, IS REASONABLY LIKELY TO HAVE, A LIBERTY CHILE MATERIAL
ADVERSE EFFECT;
(II)
OTHER THAN HOLDING THE LIBERTY CHILE INVESTMENTS AND ENGAGING IN
THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND THE VTR/MI
TRANSACTION DOCUMENTS, NEITHER LIBERTY CHILE NOR ANY OF ITS SUBSIDIARIES HAS
CONDUCTED ANY BUSINESS;
(III)
NEITHER LIBERTY CHILE NOR ANY OF ITS SUBSIDIARIES HAS MADE ANY
CAPITAL EXPENDITURES;
(IV)
NEITHER LIBERTY CHILE NOR ANY OF ITS SUBSIDIARIES HAS
(A) DECLARED, APPROVED, ACCRUED, SET ASIDE, OR PAID ANY DIVIDEND OR MADE ANY
OTHER DISTRIBUTION IN RESPECT OF ANY SHARES OF CAPITAL STOCK OR OTHER
SECURITIES, OR (B) REPURCHASED, REDEEMED, OR OTHERWISE REACQUIRED ANY SHARES OF
ITS CAPITAL STOCK OR OTHER SECURITIES; AND
(V)
NEITHER LIBERTY CHILE NOR ANY OF ITS SUBSIDIARIES HAS AGREED OR
COMMITTED (IN WRITING OR OTHERWISE) TO TAKE ANY OF THE ACTIONS REFERRED TO IN
CLAUSES (II) THROUGH (IV) ABOVE.
(B)
EXCEPT FOR LIABILITIES AND OBLIGATIONS UNDER THE VTR/MI
TRANSACTION DOCUMENTS AND THE CONTRACTS LISTED IN SECTION 4.8(A) OF THE LMINT
DISCLOSURE SCHEDULE TO THE EXTENT THAT THE EXISTENCE OF SUCH LIABILITIES IS
REASONABLY ASCERTAINABLE SOLELY BY REFERENCE TO SUCH CONTRACTS, NEITHER LIBERTY
CHILE NOR ANY OF ITS SUBSIDIARIES HAS ANY LIABILITY (WHETHER KNOWN OR UNKNOWN,
WHETHER ASSERTED OR UNASSERTED, WHETHER ABSOLUTE OR CONTINGENT, WHETHER ACCRUED
OR UNACCRUED, WHETHER LIQUIDATED OR UNLIQUIDATED, AND WHETHER DUE OR TO BECOME
DUE, EXCEPT FOR LIABILITIES FOR TAXES THAT ARE NOT YET DUE AND PAYABLE).
Section 4.6
Real Property.
Neither Liberty Chile nor any of its
Subsidiaries owns or leases any real property