270 Legal [Sample Agreements]

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of December 20, 2006 (the “Effective Date”) by and between Thomson, a French societe anonyme with a registered office at 46 quai Alphonse Le Gallo, 92100 Boulogne-Billancourt, France (“Thomson”), and Audiovox Corporation, a Delaware corporation, with its principal office at 180 Marcus Boulevard, Hauppauge, New York, 11788 (“Purchaser”).

***

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THOMSON

Thomson represents and warrants to Purchaser that on and as of the Effective Date and on and as of the Closing, except as set forth on the Business Disclosure Schedule attached as Schedule C (the “Business Disclosure Schedule”):

Section 3.1 Organization, Good Standing and Qualification of Thomson, the Thomson Accessories Entities and U.S. NewCo. Each of Thomson and each Thomson Accessories Entity is, and U.S. NewCo will, as of the Closing, be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its state or territory of incorporation or organization and has, or in the case of U.S. NewCo will, as of the Closing, have, all requisite power and authority to own, operate and lease its properties and assets, to carry on its business as conducted on the Effective Date and as at the Closing and to enter into and perform its obligations under any Transaction Agreement to which it is, or at the Closing will be, a party. The merger of Tora Acquisition Corporation with and into Thomson Inc. was duly consummated prior to the date hereof. Thomson and each Thomson Accessories Entity will be, duly qualified to transact business and in good standing in each jurisdiction in which the ownership or use of the properties owned by it, or the nature of the activities conducted by it, requires such qualification, except where failure to so qualify would not reasonably be expected to have a Business Material Adverse Effect.
===

Click here for the complete Purchase Agreement