OR
UNDERSTANDING BETWEEN AMCC OR IFC LLC, ON THE ONE HAND, AND (I) MGM PARENT OR
ANY AFFILIATE OF MGM PARENT OR (II) ANY OTHER PARTY, ON THE OTHER HAND.
SECTION 3.07
SECURITIES LAW MATTERS.
MGM SELLER REPRESENTS
THAT IT IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN REGULATION D
UNDER THE SECURITIES ACT AND THAT IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND
RISKS OF ACQUISITION OF THE CABLEVISION NOTE AND OF MAKING AN INFORMED
INVESTMENT DECISION WITH RESPECT THERETO. MGM SELLER IS TAKING THE CABLEVISION
NOTE SOLELY FOR INVESTMENT PURPOSES, AND HAS NO PRESENT INTENTION TO SELL OR
OTHERWISE TRANSFER THE CABLEVISION NOTE.
MGM SELLER IS AWARE THAT THE
CABLEVISION NOTE IS NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
UNDER ANY STATE SECURITIES LAWS. MGM SELLER AGREES NOT TO OFFER, SELL, OR
OTHERWISE DISPOSE OF THE CABLEVISION NOTE EXCEPT AS PERMITTED THEREIN.
MGM
SELLER UNDERSTANDS THAT IT MAY BE REQUIRED TO BEAR THE ECONOMIC RISK OF THE
INVESTMENT REPRESENTED BY THE CABLEVISION NOTE FOR AN INDEFINITE PERIOD. MGM
SELLER ACKNOWLEDGES THAT THE CABLEVISION NOTE SHALL BEAR THE FOLLOWING LEGEND:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THIS NOTE IS NOT NEGOTIABLE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
EXCEPT AS PROVIDED
IN THIS NOTE, THE TRANSFER OF THIS NOTE IS PROHIBITED.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF RMHI AND THE RAINBOW BUYERS
To induce MGM Parent and MGM Seller to enter into this Agreement, RMHI and the
Rainbow Buyers jointly and severally represent and warrant to MGM Parent and MGM
Seller as follows:
SECTION 4.01
ORGANIZATION AND AUTHORITY.
EACH OF RMHI AND
EACH RAINBOW BUYER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
SECTION 4.02
LEGAL CAPACITY: APPROVALS AND CONSENTS.
(A)
AUTHORITY; BINDING EFFECT.
EACH OF RMHI
AND EACH RAINBOW BUYER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO (I)
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT
11
and the Releases and Indemnities (to the extent a party thereto), (ii) approve,
adopt and consummate the transactions contemplated hereby and thereby, and (iii)
perform its obligations hereunder and thereunder.
This Agreement has been, and
upon their execution the Releases and Indemnities will be, duly executed and
delivered by each of RMHI and each Rainbow Buyer, to the extent a party thereto,
and this Agreement is and, upon their execution, the Releases and Indemnities
(to the extent a party thereto) will be valid and binding obligations of each of
RMHI and each Rainbow Buyer, enforceable against them in accordance with its
terms, except as such enforceability may be affected by Laws of bankruptcy,
insolvency, reorganization and creditors rights generally and by the
availability of equitable remedies.
Without limiting the foregoing, any actions
of the directors and stockholders of RMHI and each