Capacity and consequences of sale. 1.1 Each Group Company is validly existing under the laws of its country of incorporation and has been in continuous existence since its incorporation;
1.2 Each of the Founders, the Company, the BVI Company, the HK Company, the WFOE and the Operating Entity has the capacity and power to execute this Agreement and to perform his/her/its obligations under it, and has taken all action necessary to authorize such execution and the performance of such obligations;
1.3 No step has been taken or winding-up order issued to wind up any Group Company or appoint a receiver in respect of it or its assets;
1.4 This Agreement constitutes, when executed, the legal, valid and binding obligations of the Seller or each Group Company, in accordance with the terms of this Agreement;
1.5 All authorizations from, and notices or filings with, any governmental or other authority that are necessary to enable the Seller to execute and perform its obligations under this Agreement have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorization have been complied with;
1.6 At the execution of this Agreement and at the Closing, the Seller executes and performs this Agreement will not:
(a) Be conflict with or constitute a default under:
(i) any material provision of any agreement or instrument to which any Group Company or it is a party or is otherwise bound (including their respective memoranda and articles of association); or
(ii) any provision of any lien, order, judgment, decree or regulation or other restriction of any kind by which any of the Group Companies or it, is bound;
(b) Relieve any other party to a contract with the Group Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
(c) Result in the creation or imposition of any Encumbrance on any of the property or assets of any Group Company or result in a requirement to repay any indebtedness of any Group Company.
Capacity and consequences of sale. (a) Each Seller has the requisite capacity, power and authority to execute and deliver this agreement and each of the other Transaction Documents and to perform his/her obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations.
(b) Each of the other Transaction Documents to which any Seller is or will be a party will, when executed, constitute legal, valid and binding obligations of that Seller in accordance with its terms.
(c) The execution and delivery by each Seller of this agreement and of each of the other Transaction Documents and the performance of the obligations of each Seller under it and each of them do not and will not:
(i) conflict with or constitute a default under any provision of:
(A) any agreement or instrument to which any Seller or any Group Company is a party; or
(B) the constitutional documents of any Group Company; or
(C) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which any Seller or any Group Company is bound; or
(ii) relieve any other party to a contract with the concerned Group Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
(iii) result in the creation or imposition of any Encumbrance on any of the Shares or any of the property or assets of any Group Company.
(d) All consents or authorisations from, and notices or filings, other than those relating to issuance and offer of the Consideration Shares, with, governmental or other authority (other than anti-trust authorities) or any other third person that are necessary to enable each Seller to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.
(e) The execution, delivery and performance by the Sellers of this agreement does not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in violation of any authorisation, consent, approval, exemption or other action by or declaration or notice to any third person pursuant to any laws or agreements to which the Sellers or the Group Company are subject.
Capacity and consequences of sale. 3.1.1 The Warrantor has the requisite power and authority to enter into and perform its obligations under this Agreement.
3.1.2 This Agreement constitutes binding obligations on the Warrantor in accordance with its terms.
3.1.3 Neither the execution nor the performance of this Agreement will conflict with or constitute a default under any provision of:
3.1.3.1 any deed or instrument to which the Warrantor or any Group Company is a party; or
3.1.3.2 the Group Companies’ memoranda or articles of association (or the equivalent constitutional documents); or
3.1.3.3 any order, judgment, award, injunction, decree, ordinance or regulation by which the Warrantor or any Group Company is bound.
Capacity and consequences of sale. Each Purchaser has the requisite capacity, power and authority to enter into and to perform this Agreement.
Capacity and consequences of sale. (a) Each Institutional Seller is validly existing under the laws of its jurisdiction of incorporation.
(b) Each Seller has the power, and each Institutional Seller has the power, capacity and authority to execute and deliver this agreement and each of the other Transaction Documents to which it is or will be a party and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations.
(c) This agreement constitutes and each of the other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations on such Seller in accordance with their respective terms.
(d) The execution and delivery by each Seller of this agreement and of each of the Transaction Documents to which it is or will be a party and the performance of the obligations of each Seller under each of them do not:
(i) conflict with or constitute a default under any provisions of the constitutional documents or corporate documents of any Seller or any Group Company; or
(ii) result in the creation or imposition of any Encumbrance on any of the Securities.
(e) Other than as contemplated by this agreement, all authorisations from and notices or filings with, any Government Agency that are necessary to enable each Seller to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents to which it is or will be a party have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with.
(f) No person is entitled to any brokerage, finder's, financial adviser or other similar fee or commission in connection with the transactions contemplated by this agreement, except to the extent that such fees or commissions are payable by a Seller.
Capacity and consequences of sale. (a) The Seller has the power to execute this Agreement and each of the other Transaction Documents to which it is or will be a party and to perform its obligations under each of them and has taken all action necessary to authorise such execution and the performance of such obligations.
(b) The Seller is a corporation organised and validly existing under the laws of France and it is not insolvent or the subject of any insolvency proceedings.
Capacity and consequences of sale. (a) Each Seller (or as the case may be, each applicable Seller) has the requisite power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Share Retention Agreement and the Tax Deed.
(b) This Agreement (together with the Registration Rights Agreement and the Share Retention Agreement) constitutes and the Tax Deed will, when executed, constitute binding obligations on each Seller (or the applicable Seller, as the case may be) in accordance with their respective terms.
(c) Compliance with the terms of this Agreement does not and will not:
(i) conflict with or constitute a default under:
1) any provision of any agreement or instrument to which any Seller or any Group Company is a party; or
2) the memorandum or articles of association (or equivalent documents) of any Group Company or any Seller; or
3) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which any Seller or any Group Company is bound; or
(ii) relieve any other party to a contract with any Group Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
(iii) result in the creation or imposition of any lien, charge or encumbrance of any nature on any of the property or assets of any Group Company.
Capacity and consequences of sale. (a) The Sellers have the requisite power and authority to enter into and perform this agreement.
(b) The agreement constitutes binding obligations on the Sellers in accordance with its terms.
(c) The execution of and compliance by the Sellers with the terms of this agreement does not and will not:
a. conflict with or constitute a default under any provision of:
1) any agreement or instrument to which any of the Companies or any of the Sellers is a party; or
2) the articles of association (or equivalent documents) of any of the Companies; or
3) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which any Company or any of the Sellers is bound; or
b. relieve any other party to a contract with any of the Companies of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
c. result in the creation or imposition of any lien, charge or encumbrance of any nature on any of the property or assets of any of the Companies.
Capacity and consequences of sale. (A) The Seller has the requisite power and authority to enter into and perform this Agreement.
(B) This Agreement constitutes binding obligations on the Seller in accordance with their respective terms.
(C) Compliance with the terms of this Agreement does not and will not:
(1) conflict with or constitute a default under any provision of:
(a) any agreement or instrument to which the Seller or any Company is a party; or
(b) the Companies' or the Seller's memoranda or articles of association (or equivalent documents); or
(c) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the Seller or any Company is bound; or
(2) relieve any other party to a contract with any Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or
(3) result in the creation or imposition of any lien, charge or encumbrance of any nature on any of the property or assets of any Company.
Capacity and consequences of sale. 1.1 The Seller has not been declared bankrupt (failliet verklaard) and has not been granted (preliminary or definitive) moratorium of payment (voorlopige of definitieve surséance van betaling) and no resolutions have been taken and no requests have been made to that effect.
1.2 The Seller has the requisite capacity, power and authority to enter into and to perform this Agreement and this Agreement and all other documents to be entered into by the Seller in connection with this Agreement will, when executed, constitute binding obligations on the Seller in accordance with their respective terms.
