A COPY OF (I) THE
MINUTES OF A DULY HELD MEETING OF THE DIRECTORS OR SHAREHOLDERS MEETING OF THE
ACQUIRED COMPANIES AUTHORIZING THE EXECUTION BY SUCH ACQUIRED COMPANY OF EACH OF
THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY, OR (II) OTHER WRITTEN EVIDENCE
OF AUTHORIZATION OF THIS AGREEMENT, THE TRANSACTION DOCUMENTS AND THE
TRANSACTIONS, AND THE DUE EXECUTION AND DELIVERY OF ALL DOCUMENTATION RELATED
THERETO, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO BUYERS;
C)
SHARES;
CERTIFICATES AND CORPORATE
DOCUMENTS.
THE SELLERS SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE BUYERS THE
FOLLOWING DOCUMENTS:
I.
THE APPLICABLE SHARE TRANSFER
FORMS AND/OR SHARE CERTIFICATES REPRESENTING THE PURCHASED SHARES DESCRIBED IN
SCHEDULE 4.5 AND THE UPDATED SHARE REGISTER PURSUANT TO APPLICABLE LAW AND
SECTION 2.1 OF THIS AGREEMENT;
II.
ORIGINAL LETTERS, EFFECTIVE AS OF
THE CLOSING DATE, OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE ACQUIRED
COMPANIES PROVIDING FOR THE FOLLOWING: (I) THEIR IRREVOCABLE RESIGNATION OF
THEIR POSITIONS WITH THE ACQUIRED COMPANIES; AND (II) THAT THEY HAVE NO CLAIM
NOR CREDIT OUTSTANDING AGAINST THE ACQUIRED COMPANIES AS OF THE CLOSING DATE
AND, IN ANY EVENT, THAT THEY IRREVOCABLY WAIVE ANY CLAIM, CREDIT OR FEES THEY
MAY HAVE AGAINST THE ACQUIRED COMPANIES;
III.
ALL BOOKS AND CORPORATE RECORDS OF
THE ACQUIRED COMPANIES, INCLUDING BUSINESS LICENSES (PATENTES DE COMERCIO) FOR
THE ACQUIRED COMPANIES AND THE BUSINESSES (EMPRESAS) OWNED BY THEM;
IV.
BY-LAWS OF THE ACQUIRED COMPANIES,
INCLUDING ALL AMENDMENTS THERETO;
31
V.
ALL BOOKS AND RECORDS WITH RESPECT TO
TAX MATTERS PERTINENT TO THE ACQUIRED COMPANIES RELATING TO ANY TAXABLE PERIOD
BEGINNING FROM THE FORMATION OF THE ACQUIRED COMPANIES;
VI.
A COPY OF THE MOU WITH BAC, EXECUTED BY
BOTH BAC AND SELLERS;
VII.
ALL THE ORIGINAL AGREEMENTS EXECUTED BY
EACH ACQUIRED COMPANY; AND
VIII.
A RELEASE IN FULL FROM GE CAPITAL FOR ALL
LOAN AMOUNTS OWED TO IT BY THE ACQUIRED COMPANIES, INCLUDING FOR INTEREST, FEES
AND PENALTIES.
SECTION 8.3
CONSENTS.
THE SELLERS SHALL
HAVE OBTAINED ANY AND ALL APPROVALS, CONSENTS, PERMITS AND WAIVERS NECESSARY OR
APPROPRIATE FOR CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING
WITHOUT LIMITATION, THE APPROVAL OF THE TRANSACTIONS BY THE SHAREHOLDER AND ANY
OTHER SHAREHOLDERS OF THE ACQUIRED COMPANIES, AND SHALL HAVE MADE ALL FILINGS,
NOTICES OR APPLICATIONS REQUIRED UNDER APPLICABLE LAW, INCLUDING WITHOUT
LIMITATION, ALL FILINGS FOR APPROVAL WITH ANY GOVERNMENTAL AUTHORITY TO THE
TRANSFER OF THE PURCHASED SHARES.
ARTICLE IX
CONDITIONS TO THE OBLIGATIONS OF SELLERS
Section 9.1
Conditions.
The obligations of
the Sellers to effect the Transactions shall be subject to the fulfillment at or
prior to the Closing Date of the following conditions, any or all of which may
be waived in whole or in part in writing by the Sellers:
A)
ACCURACY OF REPRESENTATIONS AND WARRANTIES
AND COMPLIANCE WITH OBLIGATIONS.
THE REPRESENTATIONS AND WARRANTIES OF EACH OF
THE BUYERS CONTAINED IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS SHALL BE
TRUE AND CORRECT AT AND AS OF THE CLOSING DATE WITH THE SAME FORCE AND EFFECT AS
THOUGH MADE AT