Common use of Capacity and consequences of sale Clause in Contracts

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. 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 (a) The Seller has the capacity requisite capacity, power and power authority to execute this Agreement enter into and to perform his/her/its obligations under it, this agreement. (b) This agreement and has taken all action necessary other documents to authorize such execution and be entered into by 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 Seller in respect of it or its assets; 1.4 This Agreement constitutesconnection with this agreement will, when executed, the legal, valid and constitute binding obligations of on the Seller or each Group Company, in accordance with their respective terms. (c) The signature of and the compliance with the terms of this Agreement; 1.5 All authorizations from, agreement does not 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: (ai) Be conflict with or constitute a default underunder any provision of: (iA) any material provision of any agreement or instrument to which any Group the Seller or the Company or it is a party or is otherwise bound party; (including their respective memoranda B) the constitutional and corporate documents of the Company, except that the Seller has not obtained waivers of pre-emption rights of other shareholders under the articles of association); orassociation of the Company to the transaction under this agreement, which waivers will be obtained by the Seller by Completion; (iiC) any provision of any lien, order, judgment, decree or regulation or any other restriction of any kind by which any of the Group Companies Seller or it, the Company is bound;; or (bii) Relieve 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; (ciii) Result result in the creation or imposition of any Encumbrance on any of the property or assets of any Group the Company (including the Participation Interest in Markíza) or result in a requirement to repay the repayment of any indebtedness of any Group the Company. (d) No announcements, consultations, notices, reports or filings are required to be made in connection with the transactions contemplated by this agreement and no consents, approvals, registrations, authorisations or permits are required to be obtained by the Seller or the Company in connection with the execution and performance of this agreement.

Capacity and consequences of sale. 1.1 (a) 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 Seller has the capacity and power to execute and deliver this Agreement agreement and to perform his/her/its obligations under it, it and has taken all action necessary to authorize authorise such execution and delivery and the performance of such obligations and each Seller and each member of the Sellers’ Group which is party to any of the Transaction Documents has the power to execute and deliver each of the 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;. 1.3 No step has been taken (b) This agreement constitutes, and each of the Transaction Documents to which it is or winding-up order issued to wind up any Group Company or appoint will be a receiver in respect of it or its assets; 1.4 This Agreement constitutesparty will, when executed, the constitute legal, valid and binding obligations on each Seller and such members of the Seller or each Sellers’ Group Company, which is a party to any of the Transaction Documents in accordance with the terms its terms. (c) The execution and delivery by each Seller of this Agreement; 1.5 All authorizations from, agreement and notices or filings with, any governmental or other authority that are necessary to enable by the Seller to execute and perform its obligations under this Agreement have been obtained or made (as relevant members of the case may be) and are in full force and effect and all conditions Sellers’ Group of each such authorization have been complied with; 1.6 At of the execution Transaction Documents to which it is or will be a party and the performance of this Agreement the obligations of each Seller under it and at the Closing, the Seller executes each of them do not and performs this Agreement will not: (ai) Be materially conflict with or constitute a material default underunder any provision of: (iA) any material provision of any agreement or instrument to which either Seller is a party; or (B) the constitutional documents, including any shareholders’ or board resolution, of either Seller or 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 either Seller or any Group Company or it is a party or is otherwise bound (including their respective memoranda and articles of association)bound; 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 result in the creation or imposition of any Encumbrance on any of the Shares or any of the material property or material assets of any Group Company or result in a requirement to repay any indebtedness of any Group Company.

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 Sellers has the capacity requisite capacity, power and power authority to execute this Agreement enter into and to perform his/her/its obligations under it, and has taken all action necessary to authorize such this agreement. The execution of this agreement and the performance of such obligations;agreements contemplated herein have been duly authorised by all requisite corporate action. 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 1.2 This Agreement constitutesagreement will, when executed, the constitute legal, valid and binding obligations on each of the Seller or each Group Company, Sellers in accordance with the terms its terms. 1.3 The execution by each Seller of this Agreement; 1.5 All authorizations from, agreement and notices or filings with, any governmental or other authority that are necessary to enable the Seller to execute and perform its performance of the 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 Seller under it and each of this Agreement them do not and at the Closing, the Seller executes and performs this Agreement will not: (a) Be conflict with or constitute a default underunder any provision of: (i) the constitutional and corporate documents of any material provision Seller or any member of the Sellers' Group or any Group Company; (ii) any agreement or instrument to which any Seller or any member of the Sellers' Group or any Group Company or it is a party or is otherwise bound (including their respective memoranda and articles of association)party; or (iiiii) any provision of any Legal Requirement, lien, orderlease, judgmentjudgement, decree award, injunction, decree, or regulation or any other restriction of any kind or character by which any Seller or any member of the Sellers' Group Companies or it, any Group Company 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 result in the creation or imposition of any Encumbrance Restrictions on any of the Shares or any of the property or assets of any Group Company or result in a requirement to repay the repayment of any indebtedness of any Group Company. 1.4 Other than as contemplated by this agreement, no announcements, consultations, notices, reports or filings are required to be made by the Sellers in connection with the transactions contemplated by this agreement and no consents, approvals, registrations, authorisations or permits are required to be obtained by the Sellers or any Group Company in connection with the execution and performance of their obligations under this agreement.