Common use of COMPANIES WARRANTIES Clause in Contracts

COMPANIES WARRANTIES. 5.1 The Company warrants to the Subscriber that as at the date of this Agreement and Closing Date: (i) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement; (ii) the shareholding pattern of the Company (on a fully diluted basis) as on the Execution Date shall be as set out Part A of Schedule 2 and shareholding pattern of the Company (on a fully diluted basis) as on the Closing Date (assuming the pre-IPO round undertaken by the Company is fully subscribed), shall be as set out in Part B of Schedule 2. (iii) The Company is authorised by its article of associations and has obtained all corporate authorisations and has all governmental, statutory, regulatory or other consents, licences and authorisations required to empower it to enter into and perform its obligations under this Agreement, where failure to obtain them would materially and adversely affect its ability to enter into and perform its obligations under this Agreement; (iv) entry into and performance of this Agreement will not (i) breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents or (ii) result in a breach of any laws or regulations in its jurisdiction of incorporation or of any order, decree or judgment of any court or any governmental or regulatory authority, where any such breach would adversely affect to a material extent it ability to enter into or perform its obligations under this Agreement; (v) the Subscription Shares are free and clear of any Encumbrance subject to the terms set out in this Agreement, except as may become applicable pursuant to the IPO being undertaken by the Company, in accordance with applicable law; (vi) it has the requisite power and authority to enter into and perform this Agreement; and the Subscription Shares are duly issued and fully paid. The issuance of Subscription Shares under this Agreement shall constitute 0.72% of the shareholding of the Company immediately upon Closing, post considering issuance of up to 1,603,618 Equity Shares across all pre-IPO Subscribers (as mentioned in Part B of Schedule 2); (vii) the Company has not entered into any compromise or arrangement with its creditors or any class of its creditors generally. The Company is not insolvent or unable to pay its respective debts. There are no proceedings initiated against the Company under any applicable insolvency, reorganization or similar laws (including the Insolvency and Bankruptcy Code, 2016) in any relevant jurisdiction; (viii) the Company is not involved, as defendants or other party in any material claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry, mediation or arbitration (“Litigations”) or in relation to which the Company has received a written notice of, and to the knowledge of the Company, no such Litigation has been threatened, other than those as disclosed in the draft red xxxxxxx prospectus dated 12th November 2021 filed with SEBI; (ix) The Company is in compliance with all requirements of its memorandum of association and its articles of association (“Articles”) for validly conducting the business undertaken by it; (x) Neither the Company nor the directors, officers, employees or agents of the Company (collectively the “Representatives”) have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of: (a) influencing any official act or decision of such official, party or candidate; (b) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority; or (c) securing any improper advantage, in the case of (a), (b) and (c) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor (to the best of the knowledge of the Company) the Representatives have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. (xi) there is no subsisting agreement governing the inter-se shareholding rights and obligation of the shareholders in the Company and/or the rights and obligations of the shareholders vis-à-vis the Company; (xii) the Subscription Shares are in dematerialized form; (xiii) The Board of the Company has authorised the IPO of the Equity Shares of Rs. 5/- each of the Company. The Company has filed the draft red xxxxxxx prospectus dated 12th November 2021 in relation to this IPO and same is taken on record by the SEBI on 13th November 2021. (xiv) the Company has made all necessary filings (other than the filing of the Red Xxxxxxx Prospectus with the Registrar of Companies and the Securities and Exchanges Board of India) with the relevant governmental authorities for the purpose of ensuring that the IPO of the Equity Shares is capable of being completed within 60 (sixty) days of the Execution Date; (xv) no circumstances exist, as on the Execution Date or as of the Closing Date (with reference to the facts and circumstances then in existence) which could restrain, delay or otherwise impair the ability of the Company to complete the IPO;