FairPoint Communications 2005 Annual Report Download - page 176

the enforceability or performance of this Agreement or any action taken or to be taken pursuant hereto.
3.5 Investment Representation Statement . Buyer is an “accredited investor,” as that term is defined in Regulation D promulgated by the
Securities and Exchange Commission (“SEC”). Buyer acknowledges that the Shares are restricted securities that may not be resold or otherwise distributed
except upon registration thereof with the SEC and any applicable state securities regulatory agencies or pursuant to an available exemption. Buyer will acquire
the Shares at the Closing for its own account, for investment and not with a view to the distribution thereof. Buyer acknowledges having had access to the
Shareholder’s virtual data room, including all of the documents identified on attached Schedule 3.5, and further acknowledges having received and had full
opportunity to review any additional documents requested by Buyer (which, together with the documents identified on Schedule 3.5, are referred to as the
“Diligence Documents”). Buyer further acknowledges having had the opportunity to review the Diligence Documents with Buyer’s legal, tax, regulatory and
other advisors, and thereafter having had full opportunity to discuss all of Buyer’s questions with the management of SICC and each Subsidiary and having
received satisfactory answers to all such questions. Notwithstanding the foregoing, the Buyer shall be entitled to rely upon the representations, warranties,
covenants and agreements of SICC and the Shareholders contained in this Agreement and the Related Agreements or in any document, agreement or certificate
delivered by or on behalf of SICC or a Shareholder pursuant thereto.
3.6 Disclosure. No representations or warranty made by Buyer in this Agreement and no statement made in any document, schedule or
exhibit referred to herein and furnished by Buyer contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact
necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. Buyer has no Knowledge of any
fact relating to Buyer, or its business, property, operations, or condition (financial or otherwise), that has not been disclosed to SICC and each Shareholder
which would prevent Buyer from undertaking and completing the transactions contemplated by this Agreement.
3.7 Financial Ability to Perform. Buyer currently has the financial ability to perform all of its obligations under this Agreement, and warrants
that all cash required to pay the Purchase Price at Closing is currently available to Buyer without condition or contingency.
ARTICLE 4
BUYERS’ CONDITIONS OF CLOSING
The obligations of the Buyer hereunder shall be subject to compliance by SICC and the Shareholders with their agreements herein contained and to
the fulfillment to the satisfaction of or waiver in writing by Buyer on or before the Closing Date of the following conditions:
4.1 Certificate. (a) The representations and warranties of SICC and the Shareholders (i) contained in this Agreement (other than those
contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.6(b), 2.12 and 2.27(b) shall be true and correct in all respects (in
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