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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.
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