CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 The copies of the memorandum and articles of association or other constitutional and corporate documents of the Company disclosed to the Buyer or its advisers are true, accurate and complete in all respects and copies of all the resolutions and agreements required to be annexed to or incorporated in those documents by the law applicable are annexed or incorporated.
3.2 All statutory books and registers of the Company have been properly kept and no notice or allegation that any of them is incorrect or should be rectified has been received.
3.3 All returns, particulars, resolutions and other documents which the Company is required by law to file with or deliver to any authority in any jurisdiction (including, in particular, the Registrar of Companies in England and Wales) has been correctly made up and filed or, as the case may be, delivered.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 A copy of the memorandum and articles of association of the Company has been Disclosed, and such copy documents are true, accurate and complete.
3.2 All returns, particulars, resolutions and other documents that the Company is required by law to file with, or deliver to, any authority have been correctly made up and duly filed or delivered.
3.3 All deeds and documents belonging to the Company (or to which it is a party) are in the possession of the Company.
3.4 All accounting, financial and other records of the Company (including its statutory books and registers):
3.4.1 have been properly prepared and maintained;
3.4.2 constitute an accurate record of all matters required by law to appear in them, and comply with any applicable requirements of the Companies Axx 0000;
3.4.3 do not contain any material inaccuracies or discrepancies.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. 4.1 The copies of the articles of association of each Group Company which are included in the Disclosure Documents are true, accurate and complete in all respects.
4.2 All returns, particulars, resolutions and other documents which each Group Company was (at the relevant time) required by Law to file with or deliver to the Registrar of Companies in England and Wales have been correctly made up and filed or delivered.
4.3 All statutory books and registers of the Group Companies have been properly kept and no written notice or allegation that any of them is incorrect or should be rectified has been received.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. So far as each Seller is aware, all deeds and documents belonging to the Company Group (or to which it is a party) are in the possession of the Company Group.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. The copies of the memorandum and articles of association or other constitutional and corporate documents of the all Group Companies which have been Disclosed to the Purchaser are accurate true and complete in all material respects.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 A copy of the articles of association of the Company (or other constitutional and corporate documents) have been Disclosed, and such copy documents:
3.1.1 are true, accurate and complete in all respects;
3.1.2 have attached to them copies of all resolutions and agreements required by applicable law to be so attached; and
3.1.3 have set out all the rights and restrictions attaching to each class of shares in the capital of the Company.
3.2 The register of members, register of people with significant control (PSC Register) and all other statutory books and registers of the Company:
3.2.1 have been properly kept in accordance with all applicable laws;
3.2.2 are correctly written up to date; and
3.2.3 contain a true, complete and accurate record of all matters and information which should be contained in them.
3.3 No notice or allegation has been received that any such registers or books are incorrect or should be rectified.
3.4 All returns, particulars, resolutions and other documents that the Company is required by law to file with, or deliver to, any authority in any jurisdiction (including, in particular, the Registrar of Companies in England and Wales) have been correctly made up and duly filed or delivered.
3.5 All dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with its memorandum and articles of association, all applicable laws and regulations and any agreements or arrangements made with any third party regulating the payment of dividends and distributions.
3.6 All deeds and documents belonging to the Company, or to which it is a party, are in the possession of the Company.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 Copies of the articles of association (and/or other constitutional and corporate documents) of the Company have been made available to the Buyer and such documents are true, correct complete and accurate in all respects and copies of all the resolutions and agreements required to be annexed to or incorporated in such documents by Law are annexed or incorporated thereto.
3.2 The statutory books and registers of the Company have in all material respects been properly kept and no notice or allegation that any of them are incorrect or should be rectified has been received by the Company or any member of the Seller’s Group.
3.3 All returns, particulars, resolutions and other documents that the Company is required by law to file with, or deliver to, any Governmental Authority in any jurisdiction (including, in particular, the Companies Registry in Hong Kong) have been correctly made up and duly filed or delivered.
3.4 All dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with the articles of association of the Company and all other applicable constitutional and corporate documents, all applicable Laws, the rules of any Governmental Authority and any agreements or arrangements made with any third party regulating the payment of dividends and distributions. Furthermore, since the Audited 2017 Accounts Date, no dividends or distributions have been made by the Company and as of the date of this agreement no declared or announced dividends or distributions remain outstanding in any respect.
3.5 All deeds and documents belonging to the Company, or to which the Company is a party, are in the possession of the Company.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 The Copies of the memorandum and articles of association Disclosed to the Buyer or its advisers are true and complete.
3.2 All statutory books and registers of the Company and its Subsidiaries have been properly kept in all material respects and no notice or allegation that any of them is incorrect or should be rectified has been received.
3.3 All returns, particulars, resolutions and other material documents which the Company is required by law to file with or deliver to any authority in any jurisdiction (including, in particular, the Registrar of Companies in England and Wales) have been correctly made up and filed or, as the case may be, delivered.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 The copies of the constitutional and corporate documents of the Company and its Subsidiaries Disclosed to the Buyers or their advisers are true, accurate and complete in all respects and copies of all the resolutions and agreements required to be annexed to or incorporated in those documents by the applicable law are annexed or incorporated.
3.2 All statutory books and registers of the Company and its Subsidiaries have been properly kept and no notice or allegation that any of them is incorrect or should be rectified has been received.
3.3 All returns, particulars, resolutions and other documents which the Company or any of its Subsidiaries is required by law to file with or deliver to any authority in any jurisdiction (including, in particular, one responsible for maintaining a register of companies) have been correctly made up and filed or, as the case may be, delivered.
CONSTITUTIONAL AND CORPORATE DOCUMENTS. (a) A copy of the memorandum and articles of association of the Target and each of the Target Subsidiaries has been disclosed to the Transferee, and such copy documents are true, accurate and complete.
(b) All returns, particulars, resolutions and other documents that the Target has at any time been required or any of the Target Subsidiaries has been required since 4 March 2013 by law to file with, or deliver to, any authority have been correctly made up and duly filed or delivered.
(c) All material deeds and documents belonging to the Target or any of the Target Subsidiaries (or to which any of them is a party) are in the possession of the Target or the relevant Target Subsidiary.
(d) All accounting, financial and other records of the Target and since 4 March 2014, of each of the Target Subsidiaries (including their respective statutory books and registers):
(i) have been properly prepared and maintained;
(ii) constitute an accurate record of all matters required by law to appear in them, and comply with any applicable requirements of the Companies Xxx 0000;
(iii) do not contain any material inaccuracies or discrepancies; and
(iv) are in the possession of the Target or the relevant Target Subsidiary.
