- 16 - tion agrees to assume from the date of the execution of this Assignment forward Whitehead’s obligations and liabilities under the terms of the Agreement. 1.3 Closing. All actions, transfers, conveyances and indemnities called for herein shall be effective as of the date hereinabove first written [March 10, 1996]. * * * * * * * III. Representations and Warranties of Whitehead 3.1 Good Title. Whitehead represents and war- rants to the corporation that there are no claims, liens or encumbrances which can lawfully be made against Whitehead with respect to the Agreement. 3.2 No Breach. Whitehead represents and warrants that the execution, delivery and performance by it of the terms and provisions of the Agreement and this Assignment will not conflict with or result in the breach of any terms, conditions or provisions of the Agreement. 3.3 Consent. Whitehead represents and warrants that, as evidenced by Sanford’s signature herein below, Whitehead has obtained the consent of Stanford, a party to the Agreement. 3.4 Guarantee. Whitehead agrees to guarantee that the corporation will perform under the terms of the Agreement, and indemnifies Stanford against default by the corporation under the terms of the Agreement. On March 10, 1996, Mr. Whitehead, as president of Burien Nissan, signed a document on its behalf that was entitled “ACTION BY BOARD OF DIRECTORS OF BURIEN NISSAN, INC. BY UNANIMOUS WRITTEN CONSENT”. Pursuant to that document, the Board of Directors of Burien Nissan (which that document stated consisted only of Mr. Whitehead) consented to the assignment and assumption agreement.Page: Previous 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Next
Last modified: May 25, 2011