AUTHORITY AND CAPACITY OF THE SELLER. 1.1 Each of the Sellers has all necessary power and authority to enter into and perform its obligations under this Agreement and all agreements to be entered into by that Seller pursuant to this Agreement.
1.2 Each of the Sellers is the sole legal and beneficial owner of the issued Sellers' Shares listed opposite their names in schedule 1.
1.3 This Agreement, and all agreements to be entered into by each of the Sellers under this Agreement, will when executed constitute binding and enforceable obligations on that Seller, in accordance with their respective terms.
1.4 The entering into and performance by each of the Sellers of its obligations under this Agreement and all agreements to be entered into by that Seller under this Agreement:
1.4.1 have been duly authorised by all necessary action on the part of that Seller;.
1.4.2 will not result in a breach of any provision of the constitution of that Seller, if a person other than an individual;
1.4.3 will not result in a breach of any order, judgment or decree of any court or governmental, administrative or regulatory body or agency to which that Seller is party or by which it is bound; and
1.4.4 does not require the consent of any third party.
1.5 Each of the Sellers warrants, in respect of the Sellers' Shares listed opposite their respective names in column (B) of schedule 1 only, that there are no Encumbrances on, over or affecting such Sellers' Shares, or any of them, nor any agreement or commitment to create any such Encumbrance and no person has claimed to be entitled to any such Encumbrance.
1.6 No Group Company has given any guarantees, security interests or indemnities in favour of the Sellers or any person connected with the Sellers.
1.7 In relation to each Seller that is not an individual, no Insolvency Proceedings have commenced in relation to that Seller or (if applicable) any part of its assets or undertaking.
1.8 In relation to each Seller that is an individual, no petition for bankruptcy has been presented, no statutory demand has been served and no bankruptcy order has been made in respect of any Seller, nor has any voluntary arrangement or compromise been proposed with any Seller's creditors and no similar proceedings or actions have been commenced or, so far as that Seller is aware, are pending in any jurisdiction outside England and Wales.
AUTHORITY AND CAPACITY OF THE SELLER. 1.1 The Seller is a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) duly incorporated and validly existing under the Laws of the Netherlands.
1.2 The Seller has full power and capacity and has taken all necessary action to authorize it, to enter into and fulfil its obligations under this Agreement and each Transaction Document, and this Agreement constitutes, and each Transaction Document, when executed, constitutes legally valid and binding obligations on the Seller, enforceable in accordance with the terms thereof.
1.3 The entering into of this Agreement and any Transaction Document, and the fulfilment of its obligations thereunder, by the Seller, do not:
AUTHORITY AND CAPACITY OF THE SELLER. 1.1 The Seller has been duly incorporated and validly exists under the Laws of its jurisdiction and has the necessary corporate capacity and power to enter into the Agreement and to perform its obligations under the Agreement.
1.2 All corporate and other actions required to be taken by the Seller to authorise the execution of the Agreement and the performance of their obligations under the Agreement has been duly taken or will have been duly taken by Completion.
1.3 The Agreement has been duly executed on behalf of the Seller and constitutes legal, valid and binding obligations of the Seller, enforceable in accordance with its terms.
1.4 The execution and performance of the Agreement do not conflict with or result in a breach of any provision of the articles of association or equivalent constitutional documents of the Seller or any provision of any applicable Law.
1.5 The Seller has not been declared bankrupt and no action or request is pending or threatened to declare the Seller bankrupt. The Seller has not filed for nor has been granted a moratorium of payment and no similar action under any legislation has been taken nor is the Seller involved in or subject to any other form of bankruptcy, insolvency, suspension of payments, administration, arrangement or scheme with creditors, moratorium agreement with creditors or other form of loss of free management in any jurisdiction. No events have occurred which under Law would justify the Seller becoming involved in, or subject to any of the foregoing.
AUTHORITY AND CAPACITY OF THE SELLER. 10.1 The Seller is:
10.1.1 over 18 years of age; and
10.1.2 not suffering from any disability under the Mental Health Xxx 0000 at the date of this Agreement.
10.2 No petition for bankruptcy has been presented, no statutory demand has been served and no bankruptcy order has been made in respect of the Seller, nor has any voluntary arrangement or compromise been proposed with the Seller’s creditors.
10.3 The entering into and performance by the Seller of her obligations under this Agreement and all agreements to be entered into by the Seller pursuant to this Agreement and the transactions contemplated thereunder do not require the consent of any third party.
AUTHORITY AND CAPACITY OF THE SELLER. 2.1 The Seller has all necessary power and authority and has taken all necessary corporate action to enter into and perform its obligations under this Agreement and all agreements to be entered into by the Seller pursuant to this Agreement.
2.2 The entering into and the performance by the Seller of its obligation under this Agreement:
2.2.1 will not result in a breach of any provision of the memorandum or articles of association of the Seller;
AUTHORITY AND CAPACITY OF THE SELLER. 1.1 The Seller has been duly incorporated and validly exists under the Laws of the Netherlands and has the necessary corporate capacity and power to enter into this agreement and to perform its obligations under this agreement.
1.2 All corporate and other actions required to be taken by the Seller to authorise the execution of this agreement and the performance of its obligations under this agreement have been duly taken or will have been duly taken by Completion.
1.3 This agreement has been duly executed on behalf of the Seller and constitutes legal, valid and binding obligations of the Seller, enforceable in accordance with its terms.
1.4 The execution and performance of this agreement do not conflict with or result in a breach of any material provision of the articles of association or similar documents of the Seller.
AUTHORITY AND CAPACITY OF THE SELLER. 8.1 Xxx Xxxxxx xxs all necessary power and authority to enter into and perform its obligations under this Agreement and all agreements to be entered into by the Seller pursuant to this Agreement.
8.2 The entering into and performance by the Seller of its obligations under this Agreement and all agreements to be entered into by the Seller pursuant to this Agreement:
8.2.1 will not result in a breach of any provision of the memorandum or articles of association or analogous constitutional documentation of the Seller; or
8.2.2 will not result in a breach of, or constitute a default under, any material agreement under which the Seller enjoys rights or by which it is bound; or
8.2.3 will not result in a breach of any order, judgment or decree of any court or governmental, administrative or regulatory body or agency to which the Seller is party or by which it is bound; or
8.2.4 does not require the consent of any third party. PART 2 - ACCOUNTS, FINANCIAL, BANKING AND CURRENT TRADING
AUTHORITY AND CAPACITY OF THE SELLER. 18.1.1 The Seller has been duly incorporated and validly exists under the laws of its jurisdiction and has the necessary corporate capacity and power to enter into the Agreement and to perform its obligations under the Agreement.
18.1.2 All corporate and other action required to be taken by the Seller to authorise the execution of the Agreement and the performance of its obligations under the Agreement has been duly taken.
18.1.3 The Agreement has been duly executed on behalf of the Seller and constitutes legal, valid and binding obligations of the Seller, enforceable in accordance with their terms.
18.1.4 The execution and performance of the Agreement do not conflict with or result in a breach of any provision of the articles or equivalent organisational document of association of the Seller or, to the best knowledge of the Seller, any agreement to which the Seller is a party.
AUTHORITY AND CAPACITY OF THE SELLER. 8.1 The Seller is a company duly incorporated and existing under the laws of Jersey.
8.2 The Seller has all necessary power and authority, and has taken all necessary action, to enter into and perform its obligations under this Agreement and all other agreements or instruments to be entered into by the Seller pursuant to or in connection with this Agreement.
8.3 This Agreement, and all agreements to be entered into by the Seller under this Agreement, constitute (or will when executed constitute) binding and enforceable obligations on the Seller in accordance with their respective terms.
8.4 The entering into and performance by the Seller of its obligations under this Agreement and all agreements to be entered into by the Seller under this Agreement:
8.4.1 will not result in a breach of any provision of the constitution of the Seller;
8.4.2 will not result in a breach of, or constitute a default under, any agreement under which the Seller enjoys rights or by which it is bound;
8.4.3 will not result in a breach of any order, judgment or decree of any court or governmental, administrative or regulatory body or agency to which the Seller is party or by which it is bound; and
8.4.4 does not require the consent of any third party (save for any consent which has been obtained and full and accurate details of which are set out in the Disclosure Letter).
8.5 The Seller is able to pay its debts as they fall due and has not stopped or suspended payment of its debts.
8.6 The value of the assets of the Seller exceeds the amount of the Seller's liabilities, taking into account contingent and prospective liabilities.
8.7 No Insolvency Proceedings have commenced in relation to the Seller or (if applicable) any part of its assets or undertaking.
8.8 There are no circumstances which entitle or may entitle any person to commence any Insolvency Proceedings in relation to the Seller or (if applicable) any part of its assets or undertaking.
AUTHORITY AND CAPACITY OF THE SELLER. 17 16. AUTHORITY AND CAPACITY OF THE BUYER 17 17. ASSIGNMENT 18 18. ANNOUNCEMENTS 18 19. CONFIDENTIALITY 19 20. COSTS 20 21. NOTICES 20 22. THIRD PARTY RIGHTS 21 23. WAIVER 21 24. SEVERANCE 21 25. NO DOUBLE RECOVERY AND NO DOUBLE COUNTING 22 26. NO MERGER 22 27. COUNTERPARTS 22 28. ENTIRE AGREEMENT 22 29. APPLICABLE LAW AND JURISDICTION 22 SCHEDULE 1 Part 1: Details of the Company 24 Part 2: Details of the Subsidiaries 25 SCHEDULE 2 Part 1: Seller Completion Deliverables 33 Part 2: Board meeting of each Group Company 34 Part 3: Buyer Completion Deliverables 35 SCHEDULE 3 Agreed value items 36 SCHEDULE 4 Warranties 37 SCHEDULE 5 Taxation 51 Part 1: Tax definitions and interpretation Part 2: Tax Warranties 56 Part 3: Tax Covenant 60
