Buyer’s Warranties. 11.1 The Buyers acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than the Warranties. 11.2 The Buyers warrants to the Sellers as of the date hereof as follows: 11.2.1 Each of the Buyers has full power and authority without requiring the consent of any other person, and has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this Agreement and all other documents to be executed by it at Completion. 11.2.2 This Agreement and all other documents to be executed by the Buyers at Completion will, when executed, constitute lawful, valid and binding obligations of the Buyers in accordance with their respective terms. 11.2.3 The execution, delivery and performance by the Buyers of this Agreement will not constitute a violation of any law applicable or relating to the Buyers or a violation of any of the organisational documents of the Buyers. 11.2.4 Each of the Buyers is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation. 11.2.5 The Buyers currently have sufficient immediately available funds in cash or cash equivalents and will at Completion have sufficient immediately available funds, in cash, to pay the Purchase Price and to pay any other amounts payable pursuant to this Agreement and to effect the Transaction. 11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement the Transaction. 11.2.7 There is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against the Buyers or any of their subsidiaries or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability of the Buyers to complete the Transaction in any respect. 11.2.8 In the event that the Buyers assign their rights under this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as of the Completion Date.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Pepsiamericas Inc/Il/), Amendment and Restatement Agreement (Pepsiamericas Inc/Il/)
Buyer’s Warranties. 11.1 14.1 The Buyers acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than the Warranties.
11.2 The Buyers Buyer warrants to the Sellers each Seller, as of at the date hereof as followshereof, that:
11.2.1 Each 14.1.1 as regards the Financing:
(a) the Financing will enable the Buyer, on or before Completion, to draw down sufficient funds to enable it to pay the Cash and Debt Free Price;
(b) so far as the Buyer is aware, there are no facts or circumstances that could reasonably be expected to prevent Condition 2.1.1 from being satisfied on or before 6:00pm London time on 31 May 2012;
14.1.2 it is a limited company incorporated and validly existing under the laws of the Buyers England and Wales;
14.1.3 it has full power and authority (without requiring the consent of any other person, ) and has taken all necessary actions, corporate or other actions to enter into and exercise its Its rights and perform its obligations under this Agreement and all other documents Transaction Documents to be executed by which it at Completion.is a party;
11.2.2 This 14.1.4 this Agreement and all other documents Transaction Documents to be executed by the Buyers at Completion will, which it is a party will (when executed, ) constitute lawful, valid and binding obligations of the Buyers Buyer in accordance with their respective terms.;
11.2.3 The execution14.1.5 neither the execution and delivery of, delivery and the performance by the Buyers Buyer of its obligations under, and compliance with the provisions of this Agreement and all other Transaction Documents, nor the draw down in full of the Financing will not result in:
(a) any breach or violation by the Buyer of any provision of its articles of association;
(b) any breach of, or constitute a violation default under, any instrument or agreement to which the Buyer is a party or by which the Buyer is bound; or
(c) any breach of any law applicable or relating to regulation in any jurisdiction having the Buyers force of law or a violation of any order, judgment or decree of any court or governmental agency by which the Buyer is bound in each case as at the date hereof;
14.1.6 no consent, authorisation, licence or approval of the organisational documents Buyer’s shareholders or of any governmental, administrative, judicial or regulatory body, authority or organisation is required to authorise the Buyers.
11.2.4 Each execution, delivery, validity, enforceability or admissibility in evidence of the Buyers is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation.
11.2.5 The Buyers currently have sufficient immediately available funds in cash or cash equivalents and will at Completion have sufficient immediately available funds, in cash, to pay the Purchase Price and to pay any other amounts payable pursuant to this Agreement and to effect all other Transaction Documents or the Transaction.performance by the Buyer of its obligations under them; and
11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement 14.1.7 the Transaction.
11.2.7 There Buyer is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against the Buyers or any of their subsidiaries or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability of the Buyers to complete the Transaction in any respect.
11.2.8 In the event that the Buyers assign their rights under entering into this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as all other Transaction Documents on its own behalf and not on behalf of the Completion Dateany other person.
Appears in 2 contracts
Samples: Share Sale and Purchase Agreement, Share Sale and Purchase Agreement (Bright Horizons Family Solutions Inc.)
Buyer’s Warranties. 11.1 12.1. The Buyers acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than the Warranties.
11.2 The Buyers Buyer warrants to the Sellers Seller (as an independent warranty (selbständiges Garantieversprechen) under Section 311 (1) of the Civil Code) that each of the following Buyer’s Warranties is true and accurate as at the date hereof of this Agreement and as followsat the Closing Date, except as otherwise set forth in this Agreement:
11.2.1 Each 12.2. the Buyer is a limited liability corporation duly organised and validly existing under the Laws of the Buyers jurisdiction of its incorporation.
12.3. the Buyer has full the requisite power and authority without requiring the consent of any other person, and has taken all actions and obtained all consents and approvals necessary actions, to enter into and exercise its rights execute this Agreement and perform its obligations under and the transactions contemplated in this Agreement.
12.4. the execution of, and the performance of its respective obligations under, this Agreement and all other documents to be executed by it at Completion.
11.2.2 This Agreement and all other documents to be executed by the Buyers at Completion willBuyer will not result in a breach of any provision of its articles of association or equivalent constitutional documents;
12.5. the execution of, when executedand the performance of its respective obligations under, constitute lawfulthis Agreement by the Buyer will not result in a breach of any order, valid judgement or decree of any Competent Authority to which it is a party or by which it is bound and binding which is material in the context of the transactions contemplated by this Agreement;
12.6. no insolvency proceedings have been commenced against the Buyer for its winding up or dissolution, nor has an insolvency administrator, liquidator or similar officer been appointed with respect to any or all of the Buyer’s assets which would prevent the Buyer from fulfilling its obligations under this Agreement;
12.7. the Buyer and its Affiliates have no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which the Seller or any of its Affiliates could become liable or obliged; and
12.8. the funds necessary to finance all obligations of the Buyers in accordance with their respective terms.
11.2.3 The execution, delivery and performance by the Buyers of this Agreement will not constitute a violation of any law applicable or relating to the Buyers or a violation of any of the organisational documents of the Buyers.
11.2.4 Each of the Buyers is a company duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation.
11.2.5 The Buyers currently have sufficient immediately available funds in cash or cash equivalents and will at Completion have sufficient immediately available funds, in cash, to pay the Purchase Price and to pay any other amounts payable pursuant to this Agreement and to effect the Transaction.
11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement the Transaction.
11.2.7 There is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against the Buyers or any of their subsidiaries or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability of the Buyers to complete the Transaction in any respect.
11.2.8 In the event that the Buyers assign their rights Buyer under this Agreement are unconditionally and irrevocably available to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as of the Completion DateBuyer.
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Buyer’s Warranties. 11.1 The Buyers acknowledge Buyer warrants to each of the Sellers that they have not been induced to enter into as at the date of this Agreement by any representation or warranty other than the Warranties.
11.2 The Buyers warrants to the Sellers and as of the date hereof as followsat Completion:
11.2.1 Each 9.2.1 it is a company duly incorporated under the laws of England and Wales;
9.2.2 it has the Buyers has full power and authority without requiring the consent of any other personto enter into and perform, and has taken all necessary actionscorporate actions to authorise the execution and performance of, to enter into and exercise its rights and perform its obligations under this Agreement and all any other documents Transaction Document to be which it is a party;
9.2.3 this Agreement constitutes, and the other Transaction Documents executed by it at Completion.
11.2.2 This Agreement and all other documents or to be executed by the Buyers at Completion Buyer will, when executed, constitute lawful, valid and binding obligations of the Buyers Buyer enforceable in accordance with their respective terms.;
11.2.3 The 9.2.4 the execution, delivery and performance by the Buyers of this Agreement and each Transaction Document will not constitute not:
(a) conflict with or result in a violation breach of any law applicable or relating to the Buyers or a violation of any provision of the organisational constitutional documents of the Buyers.Buyer;
11.2.4 Each (b) conflict with, breach or constitute a default under any agreement or arrangement to which it is a party or by which it is bound; or
(c) conflict with or result in a breach of any applicable laws or regulations, or any orders, judgments or decrees of any court, governmental agency or regulatory body;
9.2.5 none of the Buyers Buyer’s Group Companies is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Regulatory Authority in connection with the transactions contemplated under this Agreement, except any approvals specified in Clause 5 and filings required to be made under the Securities Exchange Act of 1934 and/or the rules of the New York Stock Exchange;
9.2.6 the Buyer has, and at Completion will have, the necessary cash resources immediately available to it on an unconditional basis, either held on deposit or available pursuant to unconditioned debt facilities, to meet its obligations under this Agreement when required pursuant to the terms of this Agreement;
9.2.7 none of the Buyer’s Group Companies is a company duly organisedparty to any contract or agreement, validly existing and in good standing under the laws of its jurisdiction of organisation.
11.2.5 The Buyers currently have sufficient immediately available funds in cash or cash equivalents and will at Completion have sufficient immediately available fundshas made or entered into any arrangements or other understandings (whether or not binding), in cash, to pay the Purchase Price and to pay with any other amounts payable pursuant to this Agreement and to effect the Transaction.
11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement the Transaction.
11.2.7 There is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against the Buyers Group Company or any of their subsidiaries its directors, officers or Affiliates employees, except as expressly authorized by the Company; and
9.2.8 the Buyer is not insolvent or before unable to pay its debts within the meaning of any court or Governmental Entity that, individually or in laws relating to insolvency applicable to the aggregate, would have or would reasonably be expected to impede the ability of the Buyers to complete the Transaction in any respectBuyer.
11.2.8 In the event that the Buyers assign their rights under this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as of the Completion Date.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (Post Holdings, Inc.)
Buyer’s Warranties. 11.1 The Buyers acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than the Warranties.
11.2 The Buyers Buyer represents and warrants to the Sellers that each of the following warranties is true, accurate and not misleading in all respects on and as of the date hereof as followsof this Agreement:
11.2.1 Each of the Buyers 7.8.1 it has full power been duly incorporated or formed and authority without requiring the consent of any other person, and has taken all necessary actions, to enter into and exercise its rights and perform its obligations under this Agreement and all other documents to be executed by it at Completion.
11.2.2 This Agreement and all other documents to be executed by the Buyers at Completion will, when executed, constitute lawful, valid and binding obligations of the Buyers in accordance with their respective terms.
11.2.3 The execution, delivery and performance by the Buyers of this Agreement will not constitute a violation of any law applicable or relating to the Buyers or a violation of any of the organisational documents of the Buyers.
11.2.4 Each of the Buyers is a company duly organised, validly existing and in good standing under the laws of its jurisdiction place of organisation.incorporation or formation and has full power to carry on its business as it is carried on at the date of this Agreement;
11.2.5 The Buyers currently have sufficient immediately available funds 7.8.2 it has the full and valid right, power and authority to execute the Transaction Documents and perform all the obligations set forth in cash the Transaction Documents;
7.8.3 the Transaction Documents constitute valid and legally binding obligations on it, enforceable against it in accordance with the terms thereof and do not conflict with or cash equivalents constitute a default under any agreement or instrument to which it is a party, any applicable law by which it is bound or any provision of its constitutional documents (where applicable);
7.8.4 no consent, action, approval or authorisation of, and will at Completion have sufficient immediately available fundsno registration, declaration, notification or filing with or to, any Government Entity is required to be obtained, or made, by it to authorise the execution or performance by it of the Transaction Documents to be executed by it;
7.8.5 all rights of pre-emption, rights of first refusal and other similar rights (if any) arising from and in cashrespect of the allotment and issue of the Parent Stock to the Escrow Agent in accordance with the terms and conditions set out in this Agreement, are waived irrevocably by the persons entitled thereto; and
7.8.6 the Parent Stock, when issued to pay the Purchase Price Escrow Agent in accordance with the terms and to pay any other amounts payable pursuant to conditions of this Agreement and to effect the Transaction.
11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 Escrow Agreement, shall be duly authorised, properly issued and 5.1.5 are required by Applicable Law to implement the Transaction.
11.2.7 There is no claimallotted as fully paid free of any Encumbrances and will have all rights, action, suit, proceeding or governmental investigation pending or, so far powers and preferences of common stock as the Buyers is aware, threatened against the Buyers or any of their subsidiaries or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability of the Buyers to complete the Transaction in any respect.
11.2.8 In the event that the Buyers assign their rights under this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as the constitutional documents of the Completion DateParent, save for any Encumbrances and/or restrictions on rights, powers or preferences imposed thereon in accordance with the terms and conditions of this Agreement and the Escrow Agreement.
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Buyer’s Warranties. 11.1 The Buyers acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than the Warranties.
11.2 The Buyers Buyer warrants and represents to the Sellers as Seller that each of the following Buyer's Warranties is true, complete and accurate on the date hereof of this agreement and will be true, complete and accurate at the Completion Date (or, if an Unwind Trigger occurs, at the date of the Unwind Trigger) as follows:
11.2.1 if made on each of those dates and in the same terms. Each of the Buyers following Buyer's Warranties is to be treated as a separate representation and warranty and the interpretation of any Buyer's Warranty may not be restricted by reference to or inference from any other Buyer's Warranty:
(a) the execution and delivery of this agreement has been properly authorized by all necessary corporate action by the Buyer and the Buyer has full corporate power and lawful authority without requiring the consent of any other person, to execute and has taken all necessary actions, deliver this agreement and to enter into and exercise its rights and perform or cause to be performed its obligations under this Agreement and all other documents to be executed by it at Completion.agreement;
11.2.2 This Agreement and all other documents to be executed by the Buyers at Completion will, when executed, constitute lawful(b) this agreement constitutes a legal, valid and binding obligations obligation of the Buyers Buyer enforceable in accordance with their respective terms.its terms (subject to the discretion of courts as to equitable remedies and laws relating to creditors rights generally);
11.2.3 The execution, delivery and performance by (c) the Buyers execution of this Agreement agreement and Completion do not and will not constitute conflict with or result in a violation breach of or default under any provision of the constitution of the Buyer or of any law applicable material term or relating to the Buyers or a violation provision of any of agreement or deed or any writ, order or injunction, judgment, law, rule or regulation to which the organisational documents of the Buyers.
11.2.4 Each of the Buyers Buyer is a company duly organisedparty or is subject or by which it is bound;
(d) the Buyer is solvent, validly existing is capable of performing its obligations under this agreement and in good standing under has the laws of its jurisdiction of organisation.
11.2.5 The Buyers currently have sufficient immediately available funds in cash or cash equivalents and will at Completion have sufficient immediately available funds, in cash, financial capacity to pay the Purchase Price and, if applicable, the Option Price in accordance with this agreement;
(e) the information contained Annexure I is true and to pay correct as at the Execution Date; and
(f) Neither the Buyer or any of its Associates shall increase its proportional equity interest in the Seller as described in Annexure I before Completion or, if earlier, termination of this agreement, other amounts payable than pursuant to this Agreement and to effect agreement or otherwise with the Transaction.
11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement the Transaction.
11.2.7 There is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against the Buyers or any of their subsidiaries or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability consent of the Buyers to complete the Transaction in any respectSeller.
11.2.8 In the event that the Buyers assign their rights under this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as of the Completion Date.
Appears in 1 contract
Samples: Agreement to Sell and Purchase
Buyer’s Warranties. 11.1 11.1. The Buyers acknowledge that they have not been induced to enter into this Agreement by any representation or warranty other than the Warranties.
11.2 The Buyers Buyer warrants to the Sellers (as an independent warranty (selbständiges Garantieversprechen) under Section 311 (1) of the Civil Code) that each of the following Buyer’s Warranties is true and accurate as at the date hereof of this Agreement and as followsat the Closing Date, except as otherwise set forth in this Agreement:
11.2.1 Each 11.1.1. the Buyer is a limited liability corporation duly organised and validly existing under the Laws of the Buyers jurisdiction of its incorporation.
11.1.2. the Buyer has full the requisite power and authority without requiring the consent of any other person, and has taken all actions and obtained all consents and approvals necessary actions, to enter into and exercise its rights execute this Agreement and perform its obligations under and the transactions contemplated in this Agreement.
11.1.3. the execution of, and the performance of its respective obligations under, this Agreement and all other documents to be executed by it at Completion.
11.2.2 This Agreement and all other documents to be executed by the Buyers at Completion willBuyer will not result in a breach of any provision of its articles of association or equivalent constitutional documents;
11.1.4. the execution of, when executedand the performance of its respective obligations under, constitute lawfulthis Agreement by the Buyer will not result in a breach of any order, valid judgment or decree of any Competent Authority to which it is a party or by which it is bound and binding obligations which is material in the context of the Buyers in accordance transactions contemplated by this Agreement;
11.1.5. no insolvency proceedings have been commenced against the Buyer for its winding up or dissolution, nor has an insolvency administrator, liquidator or similar officer been appointed with their respective terms.
11.2.3 The execution, delivery and performance by the Buyers of this Agreement will not constitute a violation of respect to any law applicable or relating to the Buyers or a violation of any all of the organisational documents of Buyer’s assets which would prevent the Buyers.Buyer from fulfilling its obligations under this Agreement; and
11.2.4 Each of 11.1.6. the Buyers is a company duly organised, validly existing Buyer and in good standing under the laws of its jurisdiction of organisation.
11.2.5 The Buyers currently Affiliates have sufficient immediately available funds in cash no liability or cash equivalents and will at Completion have sufficient immediately available funds, in cash, to pay the Purchase Price and obligation to pay any other amounts payable pursuant fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement and to effect for which the Transaction.
11.2.6 No merger control filings or anti-monopoly approvals other than those listed in Clauses 5.1.4 and 5.1.5 are required by Applicable Law to implement the Transaction.
11.2.7 There is no claim, action, suit, proceeding or governmental investigation pending or, so far as the Buyers is aware, threatened against the Buyers Sellers or any of their subsidiaries its Affiliates could become liable or Affiliates by or before any court or Governmental Entity that, individually or in the aggregate, would have or would reasonably be expected to impede the ability of the Buyers to complete the Transaction in any respectobliged.
11.2.8 In the event that the Buyers assign their rights under this Agreement to a Buyers’ Subsidiary pursuant to Clause 18 prior to Completion, then the Buyers warrant that the warranties set out in Clauses 11.2.1 through 11.2.7 are also true and accurate with respect to such Buyers’ Subsidiary as of the Completion Date.
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