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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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6. Representations of the Holder. The Holder (and any applicable Permitted
Transferees) jointly represent and warrant to CII, Allen and any of their
respective designees or assignees that on the date hereof and at each Closing:
(a) the Holder (or Permitted Transferee) has full power and authority to execute
and deliver this Agreement and consummate the transactions contemplated hereby;
(b) this Agreement is the legal, valid and binding obligation of the Holder (or
any Permitted Transferee), enforceable against the Holder in accordance with its
terms, except as the enforceability of this Agreement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws affecting creditors' rights generally or by judicial discretion in
the enforcement of equitable remedies; (c) at each Closing, the Holder (or any
Permitted Transferee) will own all of the Common Stock required to be purchased
and sold at the Closing, both of record and beneficially, free and clear of all
liens, encumbrances or adverse interests of any kind or nature whatsoever
(including any restriction on the right to vote, sell or otherwise dispose of
the Common Stock (other than those restrictions set forth in the Stockholders
Agreement, those arising under applicable law and those arising under the
organizational documents of CII)); (d) upon the transfer of the Common Stock to
CII or Allen, as the case may be, CII, Allen or their respective designees will
receive good title to the Common Stock, free and clear of all liens,
encumbrances and adverse interests created by the Holder (or any Permitted
Transferee), other than those arising under applicable law or those arising
under the organizational documents of CII (if applicable).

7. Representations of CII. CII represents and warrants to the Holder and each
Permitted Transferee that on the date hereof and at all times hereafter through
the Closing: (a) CII has full corporate power and authority to execute and
deliver this Agreement and consummate the transactions contemplated hereby; (b)
this Agreement constitutes the legal, valid and binding obligation of CII,
enforceable against CII in accordance with its terms, except as the
enforceability of this Agreement may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws affecting
creditors' rights generally or by judicial discretion in the enforcement of
equitable remedies; and (c) its execution and delivery of this Agreement does
not, and its performance of its obligations under this Agreement will not,
violate, conflict with or constitute a breach of, or a default under, CII's
certificate of incorporation or bylaws, or any material agreement, indenture or
instrument to which it is a party or which is binding on it, and will not result
in the creation of any lien on, or security interest in, any of its assets
(other than such violations, breaches, defaults, liens or security interests
that would not materially and adversely affect its ability to perform its
obligations under this Agreement).

8. Representations of Allen. Allen represents and warrants to the Holder and
each Permitted Transferee that on the date hereof and at all times hereafter
through each Closing: (a) Allen has full power and authority to execute and
deliver this Agreement and consummate the transactions contemplated hereby; (b)
this Agreement constitutes the legal, valid and binding obligation of Allen,
enforceable against Allen in accordance with its terms, except as the
enforceability of this Agreement may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws affecting
creditors' rights generally or by judicial discretion in the enforcement of
equitable remedies; and (c) his execution and delivery of this Agreement does
not, and his performance of his obligations under this Agreement will not,
violate, conflict with or constitute a breach of, or a default under, any
material agreement, indenture or instrument to which he is a party or


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