ASSET OF SUCH TARGET COMPANY, ITS SUBSIDIARIES OR TIWEST, TO
ANY PERSON (INCLUDING ANY GOVERNMENTAL ENTITY), (C) THERE IS NO EXISTING
CONTRACT TO WHICH ANY TARGET COMPANY, ANY OF ITS SUBSIDIARIES OR TIWEST IS A
PARTY REQUIRING THE REPURCHASE, REDEMPTION OR OTHER ACQUISITION OF ANY CAPITAL
STOCK OR OTHER EQUITY SECURITIES, AND (D) THERE ARE NO RESTRICTIONS ON TRANSFER
OF ANY SHARES OF CAPITAL STOCK OR OTHER EQUITY SECURITIES OF ANY TARGET COMPANY
OR TIWEST (OTHER THAN PURSUANT TO THIS AGREEMENT OR THE TIWEST JOINT VENTURE
DOCUMENTS).
(III)
TRONOX HOLLAND HAS NOT ISSUED ANY PROFIT CERTIFICATES
(WINSTBEWIJZEN) OR GRANTED TO ANY PERSON ANY RIGHT TO SHARE IN ITS PROFITS.
(e)
Title to Assets of the Acquired Business.
As of the Closing,
Sellers and the Target Companies have good, valid and, in the case of Owned Real
Property of Asset Sellers, marketable, title to, or the right to use, the
Acquired Assets and the shares of capital stock, properties and assets of the
Target Companies, and one-half of the issued share capital of Tiwest, free and
clear of all Liens (except for Permitted Liens and Liens that will be released
on or prior to the Closing, whether pursuant to the Sale Order or otherwise).
At the Closing, Asset Sellers will assign, transfer and convey, subject to the
operation of Section 2(j) and subject to the Sale Order becoming a Final Order,
good, valid and, in the case of Owned Real Property of Asset Sellers,
marketable, title to, or Asset Sellers' right to use, all of the Acquired
Assets, free and clear of all Liens (except for Permitted Liens) as set forth in
the Sale Order.
(f)
SEC Documents; Financial Statements; Accounts Receivable;
Inventory.
(I)
TRONOX INCORPORATED HAS FILED ALL OF THE TRONOX FILED SEC
DOCUMENTS EACH OF WHICH, AS FINALLY AMENDED PRIOR TO THE DATE HEREOF OR
SUPPLEMENTED BY A SUBSEQUENTLY FILED TRONOX FILED SEC DOCUMENT, AND SUBJECT TO,
AND EXCEPT AS DESCRIBED IN, THE DISCLOSURES SET FORTH IN ITEM 4.02 OF FORM 8-K
FILED BY TRONOX ON MAY 5, 2009, HAS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS
WITH THE APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND EXCHANGE ACT AS OF
THE DATE FILED WITH THE SEC.
SUBJECT TO, AND EXCEPT AS DESCRIBED IN, THE
DISCLOSURES SET FORTH IN ITEM 4.02 OF FORM 8-K FILED BY TRONOX ON MAY 5, 2009,
NONE OF THE TRONOX FILED SEC DOCUMENTS FILED ON OR AFTER MARCH 14, 2008
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
45
(II)
SECTION 3(F)(II) OF THE DISCLOSURE SCHEDULE SETS FORTH A TRUE AND
ACCURATE COPY OF CERTAIN UNAUDITED PRELIMINARY SELECTED FINANCIAL DATA OF TRONOX
INCORPORATED AND ITS CONSOLIDATED SUBSIDIARIES AS AT AND FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2008, AS FILED BY TRONOX INCORPORATED WITH THE SEC ON
EXHIBIT 99.5 TO