Guest FAQ Posted December 22, 2004 Share Posted December 22, 2004 An attorney in my firm recalls having heard about a case several years ago that held that the Buyer did not have a claim against the Seller regarding the imposition of a lien by the PBGC. The purchase agreement stated that the company's assets were not subject to a lien; however, because the statement was not in the employee benefits section of the purchase agreement and the statement did not refer to a lien imposed due to underfunding of the retirement plan, the court found that the rep was not violated. Of course, we cannot find such a case. Does this purported case sound familiar to anyone? If so, do you have a clue as to the case name or maybe the jurisdiction? Thanks. Link to comment Share on other sites More sharing options...
mbozek Posted December 23, 2004 Share Posted December 23, 2004 I would be surprised if such a case exists. I have worked on many deals where corporate lawyers would not make any special reps regarding PBGC liens if there was a general rep that there were no outstanding liens against corporate assets since a lien in favor of the PBGC is no different that a lien of any other creditor. I think the issue is how the rep was given- was it a rep by Seller that there were no outstanding liens? mjb Link to comment Share on other sites More sharing options...
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