Accom Poland Sample Clauses

Accom Poland. Accom Poland has been properly registered and validly exists under the laws of Poland, and subject to the disclosures set forth in Section 2.28 of the Disclosure Schedule, may carry on its business in Poland and own and possess property. In addition, Seller represents that: 1) Accom Poland has been registered in the Commercial Register with the District Court in Szczecin, Business Division, under number RHB 4841; 2) The share capital of Accom Poland consists of 1 (one) share and amounts to PLN 69,208.00 (sixty nine thousand two hundred and eight zloties); 3) The only one share in Accom Poland's share capital has been fully paid up and is owned directly by Accom Virtual Studio Inc. with its registered office in Delaware (USA); 4) The only share of Accom Poland is free of any charges, encumbrances, or other rights of third parties. Accom Poland is not under a duty to issue any new shares; 5) Accom Poland's Articles of Association dated 28 November 1995 (with 5 January 1996 amendment) are currently binding; 6) Accom Poland is not an owner or perpetual usufructuary of real estate; 7) No liquidation, composition or similar proceedings have been commenced against Accom Poland; 8) There is no pending claim, action, investigation or proceeding of any kind against Accom Poland or in which Accom Poland is a party, with an exception of tax proceedings (VAT); 9) Neither the conclusion of this Agreement nor the performance hereof violates the Articles of Association of Accom Poland, causes the loss of any of Accom Poland's significant rights or results in any encumbrance or charge on Accom Poland assets; provided, that all taxes due on the transaction are paid on time and all notifications are filed as required by law; and 10) Upon consummation of the conditional contract for the purchase of all shares of Accom Poland, the Purchaser will acquire an unfettered right to the good and valid title to all shares of Accom Poland, free and clear of all liens, charges, encumbrances, preemptive rights and other claims and, upon delivery of the shares of Accom Poland, Purchaser will acquire such good and valid title to all shares of Accom Poland, free and clear of all liens, charges, encumbrances, preemptive rights and other claims.
Sample 1
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