Capacity and Ownership of Target Equity Sample Clauses

Capacity and Ownership of Target Equity. 2.1 The Vendor has full power to execute this Agreement and exercise its rights and perform its obligations under this Agreement, and has taken all action necessary to authorize the Vendor to execute this Agreement and perform its obligations under this Agreement. This Agreement, when executed, shall constitute a lawful, valid and binding agreement on the Vendor and may be enforced against the Vendor in accordance with the terms and provisions of this Agreement. 2.2 The Vendor’s execution, delivery and performance of this Agreement will not breach: 2.2.1 Any laws, regulations, orders or decrees of any government department, regulatory authority or court of any jurisdiction with competent jurisdiction over the Vendor; 2.2.2 The laws and documents on which the establishment and creation of the Vendor is based; or 2.2.3 Any agreement or other undertaking to which the Vendor is a party or which is binding on the Vendor or any of its assets. 2.3 There is no encumbrance on the Target Equity or any parts thereof or any unissued share capital of the Target Company and there are no commitments, agreements or arrangements which create or might create such encumbrance. Neither are there negotiations which may lead to such an agreement or commitment and no claim has been made by any person to be entitled to the foregoing Encumbrance. 2.4 The Vendor is the sole and beneficial owner of the Target Equity and has full rights, power and authority to sell, transfer and assign the full legal and beneficial ownership in the Target Equity and all its existing and future additional rights and such transfer will not result in any breach of the provisions of any contract or other obligations binding upon the Vendor or their respective property. 2.5 There is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of any shares in the share capital and authorized capital of the Target Company, or the grant to any person of the right to require the creation, allotment, issue, transfer, redemption or repayment of any shares in the capital of the Target Company (including, without limitation, an option or right of pre-emption or conversion). 2.6 There is no litigation, arbitration, prosecution, administrative or other legal proceedings or dispute in existence or threatened against the Vendor in respect of the Target Equity or the Vendor’s entitlement to dispose of the Target Equity and there are no facts known to the Vendor w...