Completion Warranties. 1. Corporate information and share capital
Completion Warranties. The Warranties shall be deemed to be repeated as at Completion as if they were made on and as of the Completion Date and all references therein to the date of this Agreement were references to the Completion Date. The Warranties shall survive Completion.
Completion Warranties. Share capital The Managers are the legal and beneficial owners of the number of Ordinary Shares set opposite their respective names in part 1 of schedule 3 and all of the shares set out in part 1 of schedule 3 are fully paid and comprise the entire issued share capital of the Company. None of the share capital of the Company is under option or subject to any mortgage, charge (fixed or floating), pledge, lien, security, interest or other third party right (including rights of pre-emption), no options, warrants or other rights to subscribe for new shares in the Company have been granted or agreed to and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon.
Completion Warranties. This part of the schedule sets out the warranties to be given on completion of subscription (or first subscription as the case may be). The accounts warranty (paragraph 4, part 1, schedule 5 of the BVCA model investment agreement) is one of the most important warranties for the investors, who will have relied on the accounts as a guide to pricing the transaction. If the accounts show a true and fair view of the financial position they should provide the investors with an accurate picture of all the specific assets being acquired as at the accounts date. The investors will have been provided with audited accounts for the business, but will also want to see previous sets of accounts, financial statements and probably management accounts where they are available. A management accounts warranty (see paragraph 5, part 1, schedule 5 of the BVCA model investment agreement) combined with the warranty relating to post-accounts date changes (see paragraph 6 of the BVCA model investment agreement) are important in bringing the financial position up-to-date, particularly where the audited accounts are more than a few months old. In relation to management accounts, a number of points need to be borne in mind: • there is no statutory requirement for companies to produce them. What they consist of and the standards to which they are prepared are internal matters, which vary from company to company; • they are normally unaudited and it is probably unreasonable to expect the seller to warrant them to the same standard as audited accounts, although they should normally be prepared using the same accounting principles and practices.
Completion Warranties. Share capital The ManagersFounders are the legal and beneficial owners of the number of Ordinary Shares set opposite their respective names in part 1 of schedule 3 and all. All of the shares set out in part 1 of schedule 3 are fully paid and comprise the entire issued share capital of the Company. None of the share capital of the Company is under option or subject to any mortgage, charge (fixed or floating), pledge, lien, security, interest or other third party right (including rights of pre-emption), no options, warrants or other rights to subscribe for new shares in the Company have been granted or agreed to and no dividends or other rights or benefits have been declared, made or paid or agreed to be declared, made or paid thereon. The execution and delivery by the Warrantors of this agreement and the documents referred to in it, and compliance with their respective terms, shall not breach or constitute a default under the Company's articles of association, or any other agreement or instrument to which any Warrantor is a party or by which any Warrantor is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to any Warrantor.
