Telefonica S. A., a company incorporated in Spain having its registered office at Xxxx Xxx xxxxxx 00, 00000 Xxxxxx, Xxxxx (the “Vendor”);
Telefonica S. A. a company organized and existing under the laws of Spain, with registered office at 28013, Madrid, Gran Xxx xx. 00, Xxxxx (hereinafter, “TE”); and
Telefonica S. A. shall fail to own, directly or indirectly, at least 20% of the voting stock of Telefonica del Peru and (b) as a result of (in whole or in part) such failure, one or more Rating Agencies shall have lowered or withdrawn its then-current rating on the Certificates;
Telefonica S. A. ----------------- ASSICURAZIONI GENERALI S.p.A. ----------------- Alleanza Assicurazioni S.p.A. ----------------- INA Assitalia S.p.A. ----------------- Volksfursorge Deutsche Lebenversicherung A.G. ----------------- Generali Vie S.A. -----------------
Telefonica S. A. By: /s/ Xxxx Xxxxxxxxxx -------------------------- Name: Xxxx Xxxxxxxxxx Title: Chief Executive Officer TERRA NETWORKS, S.A. By: /s/ Xxxx Xxxxxxx ------------------------- Name: Xxxx Xxxxxxx Title: Chief Executive Officer LYCOS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------- Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer
Telefonica S. A. represents, through its agent:
Telefonica S. A. represents that it warrants, on today's date and on the Closing Date:
Telefonica S. A. has powers and the corporate authorizations to enter into this contract and to conduct the transactions stipulated in it; Telefonica, S.A.'s signing, delivery and performance of this contract has been duly authorized by all necessary corporate authorities for Telefonica, S.A.; has been duly signed and delivered by Telefonica, S.A. and, should Bidasoa exercise its option, shall bind Telefonica, S.A. to transfer the TN Shares pursuant to this contract, enforceable pursuant to its terms, unless such enforceability is limited by bankruptcy, insolvency, reorganization or
Telefonica S. A., as party of the first part, and Bidasoa, as party of the second part, shall assume their own expenses connected with the negotiation, drafting, signing, delivery and performance of this Contract and the contracts stipulated hereby. Bidasoa, as party of the first part, and Telefonica, S.A., as party of the second part, represent and warrant to the other party that the negotiations connected with this Contract and the transactions stipulated herein have been carried out in such fashion that they shall not give rise to any valid claim against the other Party, Terra, TN or Teleline for brokerage commissions, intermediation commissions or other similar payments.
