Common use of Buyer’s Warranties Clause in Contracts

Buyer’s Warranties. The Buyer warrants to each Seller as at Completion that: 9.1. it is a company duly incorporated and validly existing in the State of Delaware, United States and has the right, power and authority to execute, deliver and perform its obligations under this Agreement and any other Transactional Document to be executed by it; 9.2. the Buyer’s obligations under this Agreement and any other Transactional Documents to be executed by the Buyer are, or when the relevant document is executed will be, enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles; 9.3. the execution, delivery and performance by the Buyer of this Agreement and each Transactional Document to be executed by it will not breach any provision of the certificate of incorporation or bylaws of the Buyer or breach any applicable laws or regulations, or any orders, judgements or decrees which the Buyer is bound by or result in a breach of or constitute a default under any instrument, contract or agreement to which the Buyer is a party or by which the Buyer is bound and which, in each case, is material in the context of the transactions contemplated by this Agreement and any of the Transactional Documents; and 9.4. it has available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement, other than payment of the Contingent Consideration.

Buyer’s Warranties. The Buyer warrants to each Seller as at Completion that: 9.1. it is a company duly incorporated and validly existing in the State of Delaware, United States and has the right, power and authority to execute, deliver and perform its obligations under this Agreement and any other Transactional Document to be executed by it; 9.2. the Buyer’s obligations under this Agreement and any other Transactional Documents to be executed by the Buyer are, or when the relevant document is executed will be, enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles; 9.3. the execution, delivery and performance by the Buyer of this Agreement and each Transactional Document to be executed by it will not breach any provision of the certificate of incorporation or bylaws of the Buyer or breach any applicable laws or regulations, or any orders, judgements or decrees which the Buyer is bound by or result in a breach of or constitute a default under any instrument, contract or agreement to which the Buyer is a party or by which the Buyer is bound and which, in each case, is material in the context of the transactions contemplated by this Agreement and any of the Transactional Documents; and 9.4. it has available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement, other than payment of the Contingent Consideration. *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Buyer’s Warranties. 7.1 The Buyer warrants to the Sellers that (and each Seller such warranty shall be construed as at Completion that:a separate warranty): 9.1. (A) the execution and delivery of this agreement and the completion of the transactions contemplated hereby, have, where required, been duly and validly authorised and no other proceedings or action on the part of the Buyer, the US Buyer or the UK Buyer is necessary to authorise the agreement or to complete the transactions so contemplated; (B) there is no agreement, arrangement or understanding (whether verbal or in writing) in relation to the transactions contemplated by this agreement between any member of the Buyer's Group and any Key Employee which is materially different to the financial arrangements set out in the offer letter from Xxxxxxxxx Xxxxx Capital Partners Limited to the Management dated 5 September 2003, a copy of which Armor acknowledges it has received and read; (C) it is a limited company duly incorporated and validly existing in under the State laws of Delaware, United States the jurisdiction of its incorporation and has the right, been in continuous existence since incorporation; (D) it has all corporate power and authority has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory, or other consents, licenses, waivers, or exemptions required to execute, deliver empower it to enter into and to perform its obligations under this Agreement and any other Transactional Document to be executed by itagreement; 9.2. the Buyer’s obligations under this Agreement and any other Transactional Documents to be executed by the Buyer are, or when the relevant document is executed will be, enforceable in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles; 9.3. (E) the execution, delivery and performance of this agreement by the Buyer of this Agreement and each Transactional Document to be executed by it will do not breach any provision of the certificate of incorporation violate or bylaws of the Buyer or breach conflict with: 1 any applicable laws or regulations, law or any orderswrit, judgements order or decrees which the Buyer is bound by decree of any court or result in a breach of or constitute a default under any instrument, contract or agreement to which the Buyer is a party or by which the Buyer is bound and which, in each case, is material in the context of the transactions contemplated by this Agreement and any of the Transactional Documents; and 9.4. it has available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement, other than payment of the Contingent Consideration.governmental authority;