SECTION 1.02. Redemption Price. The redemption price for the Redeemed Interests shall be $89,693,027.00 in cash (the Redemption Price). On or as promptly after the Closing Date as is practicable, Company shall pay the Redemption Price by check or wire transfer of immediately available funds to an account specified in writing by Group Holdings.
SECTION 1.03. Closing. The closing of the redemption of the Redeemed Interests (the Closing) shall take place immediately following the execution of this Agreement on the date hereof (the Closing Date). The Closing shall take place at the offices of Group Holdings, or at such other location as may be mutually agreed to by the parties hereto.
REPRESENTATIONS AND WARRANTIES OF GROUP HOLDINGS
Group Holdings hereby represents and warrants to the Company as follows:
SECTION 2.01. Authorization and Validity of Agreement. Group Holdings is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Group Holdings has full legal capacity and authority to execute this Agreement and to carry out its obligations hereunder. To the extent applicable, the execution and delivery of this Agreement and the performance of the Group Holdings obligations hereunder have been duly authorized by all necessary action on behalf of the Group Holdings. This Agreement has been duly executed by the Group Holdings, and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligations of Group Holdings, enforceable against Group Holdings in accordance with its terms. Each document and instrument of transfer contemplated by this Agreement (including pursuant to Section 5.01 hereof) is valid and legally binding upon Group Holdings in accordance with its terms.
SECTION 2.02. Ownership of Redeemed Interests. Group Holdings is the lawful owner of record and beneficially owns, and has good and marketable title to, the Redeemed Interests, free and clear of any security interest, pledge, mortgage, lien, call, option, charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, Encumbrances). Upon the consummation of the transaction contemplated by this Agreement and payment of the Redemption Price, the Company will own the Redeemed Interests free and clear of any Encumbrance.
SECTION 2.03. No Conflict or Violation. The execution and delivery of this Agreement by Group Holdings and the consummation of the transactions contemplated hereby do not and will not (a) with or without the giving of notice or the passage of time or both, violate, conflict with, result in the breach or termination of, constitute a default under, or result in the right to accelerate or loss of rights under or the creation of any Encumbrance upon any assets or property of Group Holdings, pursuant to the terms or provisions of any contract, agreement, commitment, indenture, mortgage, deed of trust, pledge, security agreement, note, lease, license, covenant, understanding or other instrument or obligation to which Group Holdings is a party or by which it or any of its properties or assets may be bound or affected, (b) violate or conflict with any provision of the organizational documents of Group Holdings or (c) violate any provision of law or any order, writ, injunction, judgment or decree of any court, administrative agency or governmental body binding upon Group Holdings.