FairPoint Communications 2005 Annual Report Download - page 157

(c) Any claim made by Buyer after Closing, whether against the Escrowed Amount or otherwise under this Agreement, may be disputed or
contested by the Shareholders only if at least four (4) Shareholders agree to make such dispute or contest such matter in a writing (“Dispute”) delivered to
Buyer and/or the Escrow Agent.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SICC
AND THE SHAREHOLDERS
SICC and the Shareholders hereby jointly and severally represent and warrant to Buyer that the statements contained in this Article II are true and
correct, except as set forth in the accompanying disclosure schedules:
2.1 Organization. Schedule 2.1 sets forth a complete list of the following information pertaining to SICC and the Subsidiaries: (a) its name
and jurisdiction of formation; (b) jurisdiction(s) where each entity is qualified to do business as a foreign entity; (c) its entire authorized capital stock or equity
interests, its entire issued and outstanding capital stock or equity interests, and a true, accurate and complete equity holder’s list for each Cellular Entity
together with percentage ownership in the case of SICC’s ownership interest in each of the Subsidiaries, and, in the case of SICC’s shareholders, the number
of Shares held by each Shareholder. Each of SICC and the Subsidiaries (d) is duly organized, validly existing and in good standing under the laws of its state
of formation, (e) is qualified to do business in each jurisdiction in which such qualification is required, except where failure to so qualify would not
reasonably be expected to have a material adverse effect on it, and (f) has all required power and authority to own or lease its property and assets and to carry
on its business as presently conducted. The Shareholders have delivered to Buyer prior to the date hereof true, correct and complete copies of SICC’s and the
Subsidiaries’ Articles of Incorporation and Bylaws or other organizational documents (including any amendments, modifications, supplements or
modifications thereto and waivers in effect thereunder). Neither SICC nor any Subsidiary is in violation of any term of its Articles of Incorporation or its
Bylaws, and the Articles of Incorporation and Bylaws of SICC and its Subsidiaries are valid, binding and in full force and effect.
2.2 Power and Authority. Subject to the receipt of required Consents: (a) SICC has all required corporate power and authority to enter into and
perform this Agreement and the Related Agreements and the transactions contemplated hereby and thereby; and, (b) each Shareholder has all required authority
to enter into and perform this Agreement and the Related Agreements and the transactions contemplated hereby and thereby.
2.3 Authorization; No Contravention.
(a) The execution and delivery of, and performance by SICC and the Shareholders of their respective obligations under this Agreement and the
Related Agreements have been duly authorized by all required action other than any required Consents. Each of this Agreement and the Related Documents
constitute a legal, valid and binding obligation of SICC and each Shareholder, as applicable, enforceable against each of them in accordance with its
applicable terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
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