Common use of Buyer and Guarantor Warranties Clause in Contracts

Buyer and Guarantor Warranties. 12.1.1 The Buyer and the Guarantor jointly and severally warrant to the Seller that each of the following warranties is true and accurate in all respects on the date of this Sale and Purchase Agreement: (a) each of the Buyer and the Guarantor is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) each of the Buyer and the Guarantor has full corporate power and authority to enter into and perform its obligations under this Sale and Purchase Agreement and any other document required to be executed by it pursuant to, or in connection with, this Sale and Purchase Agreement, which when executed by it shall constitute valid, legal and binding obligations of the Buyer and the Guarantor (as the case may be) in accordance with their respective terms and all actions have been taken by it which are necessary for it to execute and perform its obligations under this Sale and Purchase Agreement; (c) the execution of and performance by each of the Buyer and the Guarantor of its obligations under this Sale and Purchase Agreement have been duly authorised by its board of directors and by all other necessary corporate action; (d) the obligations of the Buyer and the Guarantor under this Sale and Purchase Agreement and each document to be executed by each of them at, or before Completion are, or when the relevant document is executed, will be valid and binding in accordance with its terms; (e) except as provided herein, neither entry into this Sale and Purchase Agreement nor entry into, and implementation of, the transactions referred to in this Sale and Purchase Agreement shall require the Buyer or the Guarantor to obtain any consent or approval, or to give any notice or to make any registration with any governmental, regulatory or other authority, which has not been obtained or made as at the date of this Sale and Purchase Agreement; (f) no order has been made and no resolution has been passed for the winding up of the Buyer or the Guarantor or for a provisional liquidator, manager administrator or administrative receiver (or such equivalent in its jurisdiction of incorporation) to be appointed in respect of the Buyer or the Guarantor, no petition has been presented and no meeting has been convened for the purposes of the winding up of the Buyer or the Guarantor and no other process whereby the business of the Buyer or the Guarantor is terminated and its assets are distributed amongst its creditors and/or shareholders or any other proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction have taken place, and no events or circumstances analogous to any of the above referred to in this Paragraph have occurred in or outside England; (g) neither the Buyer nor the Guarantor is: (i) subject to any order, judgment, decree, investigation or proceedings by any governmental agency or authority; (ii) a party to any litigation, arbitration or administrative proceedings which are in progress or threatened or pending by or against or concerning it or any of its assets; or (iii) the subject of any governmental, regulatory or official investigation or enquiry which is outstanding or threatened, which in each case are likely to result in any of the Conditions not being fulfilled or in the ability of the Buyer or the Guarantor to execute, deliver and perform its obligations under this Sale and Purchase Agreement; (h) the Buyer has (and at Completion will have) all necessary cash resources in immediately available funds or committed credit facilities to pay the Initial Purchase Price and the Subscription Price and to satisfy its other payment obligations under this Sale and Purchase Agreement and, in the case of such credit facilities, the Buyer shall be able to satisfy all conditions to drawdown to such loan facilities at or prior to Completion; and (i) as at the date of this Sale and Purchase Agreement, the Buyer is not actually aware of any matter that constitutes or is likely to constitute a Claim.

Buyer and Guarantor Warranties. 12.1.1 8.1 The Buyer and the Guarantor jointly and severally each warrant to the Seller that each the statements contained in this Clause 8.1 are correct and complete as of the following warranties is true Offer Letter Date and accurate in all respects on the date of this Sale shall be correct and Purchase Agreement: (a) each complete as of the Completion Date. 8.1.1 The Buyer is a corporation validly existing under the Laws of Hong Kong and has the requisite power and authority to enter into, and to perform its obligations under, this Agreement and the Transaction Documents. 8.1.2 The Guarantor is duly organised, a corporation validly existing and in good standing under the laws Laws of the State of Delaware and has the requisite power and authority to enter into, and to perform its jurisdiction obligations under, this Agreement and the Transaction Documents. 8.1.3 Subject to the satisfaction of incorporation; (b) each of the Condition, the Buyer and the Guarantor has full corporate power obtained or satisfied all corporate, regulatory and authority to enter into and perform its obligations under this Sale and Purchase Agreement other approvals (including all approvals required from any Governmental Entity) and any other document required to be executed by it pursuant to, or in connection with, this Sale and Purchase Agreement, which when executed by it shall constitute valid, legal and binding obligations of the Buyer and the Guarantor (as the case may be) in accordance with their respective terms and all actions have been taken by it which are conditions necessary for it to execute and perform its obligations under this Sale and Purchase Agreement; (c) the execution of and performance by each of the Buyer Agreement and the Guarantor of its obligations under this Sale Transaction Documents. 8.1.4 This Agreement and Purchase Agreement have been duly authorised by its board of directors the Transaction Documents, once executed, will constitute legal, valid, binding and by all other necessary corporate action; (d) the enforceable obligations of the Buyer and the Guarantor under this Sale and Purchase Agreement and each document to be executed by each of them at, or before Completion are, or when the relevant document is executed, will be valid and binding in accordance with their respective terms and the execution, delivery and performance by the Buyer of this Agreement and the Transaction Documents will not: (a) conflict with or result in a breach of any provision in its termsmemorandum, articles of association or other similar constitutional document; (eb) except conflict with, result in a breach of or constitute a default under any agreement or instrument to which the Buyer and the Guarantor is a party; (c) result in a breach of any Law or order, judgement or decree of any court, Governmental Entity or regulatory body to which the Buyer and/or the Guarantor is a party or by which it is/they are bound; and (d) save as provided herein, neither entry into this Sale and Purchase Agreement nor entry into, and implementation of, the transactions referred to set out in this Sale and Purchase Agreement shall Agreement, require the Buyer or the Guarantor it to obtain any consent or approvalapproval of, or to give any notice to or to make any registration with with, any governmentalGovernmental Entity, regulatory or other authority, which authority that has not been unconditionally and irrevocably obtained or made as at the date of this Sale and Purchase Agreement; Offer Letter Date (f) no order has been made and no resolution has been passed save for any legal or regulatory entitlement to revoke the winding up of the Buyer or the Guarantor or for a provisional liquidator, manager administrator or administrative receiver (or such equivalent in its jurisdiction of incorporation) to be appointed in respect of the Buyer or the Guarantor, no petition has been presented and no meeting has been convened for the purposes of the winding up of the Buyer or the Guarantor and no same other process whereby the business of the Buyer or the Guarantor is terminated and its assets are distributed amongst its creditors and/or shareholders or any other proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction have taken place, and no events or circumstances analogous to any of the above referred to in this Paragraph have occurred in or outside England; (g) neither the Buyer nor the Guarantor is: (i) subject to any order, judgment, decree, investigation or proceedings than by any governmental agency or authority; (ii) a party to any litigation, arbitration or administrative proceedings which are in progress or threatened or pending by or against or concerning it or any of its assets; or (iii) the subject reason of any governmental, regulatory misrepresentation or official investigation or enquiry which is outstanding or threatened, which in each case are likely to result in any of the Conditions not being fulfilled or in the ability of the Buyer or the Guarantor to execute, deliver and perform its obligations under this Sale and Purchase Agreement;misstatement). (h) the Buyer has (and at Completion will have) all necessary cash resources in immediately available funds or committed credit facilities to pay the Initial Purchase Price and the Subscription Price and to satisfy its other payment obligations under this Sale and Purchase Agreement and, in the case of such credit facilities, the Buyer shall be able to satisfy all conditions to drawdown to such loan facilities at or prior to Completion; and (i) as at the date of this Sale and Purchase Agreement, the Buyer 8.1.5 The Buyer’s Deal Team is not actually aware of any matter fact or circumstance that constitutes may allow the Buyer to bring a Seller Claim with respect to a breach of a Seller Warranty. 8.1.6 The Buyer is not insolvent or is likely unable to constitute pay its debts within the meaning of any Laws relating to insolvency applicable to the Buyer. 8.1.7 The Buyer has immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement and the Transaction Documents. 8.1.8 The Buyer’s obligations hereunder are not subject to any conditions regarding its or any other person’s ability to obtain financing for the consummation of the Transaction and the other transactions contemplated by this Agreement. The Buyer has, and as of Completion will have, cash on hand sufficient to enable the Buyer to perform each of its obligations hereunder, consummate the Transaction and the other transactions contemplated by this Agreement, and pay all related fees and expenses, including payment of the Purchase Price as contemplated under Clause 6.3. 8.2 The Buyer undertakes to the Seller and the Seller’s employees, directors, agents, advisors, officer and Affiliates (each a Claim“Relevant Person”) that other than with respect to the terms of this Agreement, any other direct contractual obligation existing between the Buyer and the Relevant Person and in the absence of fraud, the Buyer: (a) has no rights against (and waives any rights it may have against); and (b) may not make a claim against (and waives any claim it may have against), any Relevant Person in connection with the entry into of this Agreement.

Buyer and Guarantor Warranties. 12.1.1 The Buyer and the Guarantor jointly and severally warrant to the Seller that each of the following warranties is true and accurate in all respects on the date of this Sale and Purchase Agreement: (a) each of the Buyer and the Guarantor is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) each of the Buyer and the Guarantor has full corporate power and authority to enter into and perform its obligations under this Sale and Purchase Agreement and any other document required to be executed by it pursuant to, or in connection with, this Sale and Purchase Agreement, which when executed by it shall constitute valid, legal and binding obligations of the Buyer and the Guarantor (as the case may be) in accordance with their respective terms and all actions have been taken by it which are necessary for it to execute and perform its obligations under this Sale and Purchase Agreement; (c) the execution of and performance by each of the Buyer and the Guarantor of its obligations under this Sale and Purchase Agreement have been duly authorised by its board of directors and by all other necessary corporate action; (d) the obligations of the Buyer and the Guarantor under this Sale and Purchase Agreement and each document to be executed by each of them at, or before Completion are, or when the relevant document is executed, will be valid and binding in accordance with its terms; (e) except as provided herein, neither entry into this Sale and Purchase Agreement nor entry into, and implementation of, the transactions referred to in this Sale and Purchase Agreement shall require the Buyer or the Guarantor to obtain any consent or approval, or to give any notice or to make any registration with any governmental, regulatory or other authority, which has not been obtained or made as at the date of this Sale and Purchase Agreement; (f) no order has been made and no resolution has been passed for the winding up of the Buyer or the Guarantor or for a provisional liquidator, manager administrator or administrative receiver (or such equivalent in its jurisdiction of incorporation) to be appointed in respect of the Buyer or the Guarantor, no petition has been presented and no meeting has been convened for the purposes of the winding up of the Buyer or the Guarantor and no other process whereby the business of the Buyer or the Guarantor is terminated and its assets are distributed amongst its creditors and/or shareholders or any other proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction have taken place, and no events or circumstances analogous to any of the above referred to in this Paragraph have occurred in or outside England;; EXECUTION VERSION (g) neither the Buyer nor the Guarantor is: (i) subject to any order, judgment, decree, investigation or proceedings by any governmental agency or authority; (ii) a party to any litigation, arbitration or administrative proceedings which are in progress or threatened or pending by or against or concerning it or any of its assets; or (iii) the subject of any governmental, regulatory or official investigation or enquiry which is outstanding or threatened, which in each case are likely to result in any of the Conditions not being fulfilled or in the ability of the Buyer or the Guarantor to execute, deliver and perform its obligations under this Sale and Purchase Agreement; (h) the Buyer has (and at Completion will have) all necessary cash resources in immediately available funds or committed credit facilities to pay the Initial Purchase Price and the Subscription Price and to satisfy its other payment obligations under this Sale and Purchase Agreement and, in the case of such credit facilities, the Buyer shall be able to satisfy all conditions to drawdown to such loan facilities at or prior to Completion; and (i) as at the date of this Sale and Purchase Agreement, the Buyer is not actually aware of any matter that constitutes or is likely to constitute a Claim.