CONSTITUTIONAL AND CORPORATE DOCUMENTS Sample Clauses

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 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. 3.1 Copies of the articles of association (or other constitutional and corporate documents) of the Company have been Disclosed. Such copy documents: (a) are true, accurate and complete in all respects; (b) have attached to them copies of all resolutions and agreements required by applicable law to be so attached; and (c) fully set out all the rights and restrictions attaching to each class of shares in the capital of the Company. 3.2 All statutory books and registers of the Company have been properly kept, are written up to date and contain a true, complete and accurate record of all matters which should be contained in them. Neither the Seller nor the Company has received any notice or allegation that any such books or registers are incorrect or should be rectified. 3.3 Since 22 January 2014, 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. 3.4 Since 22 January 2014, all dividends or distributions declared, made or paid by the Company have been declared, made or paid in accordance with its 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. 3.5 All deeds and documents belonging to the Company, or to which any of them is a party, are in the possession or control of the Company. 3.6 The Seller has not brought any warranty or indemnity claim under OLR Share purchase Agreement, nor has it assigned or waived any of its rights under that agreement. 3.7 So far as the Seller is aware no party to the OLR Share Purchase Agreement has raised any defence or counterclaim under that agreement.

CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 Copies of the articles of association (or other constitutional and corporate documents) of the Company have been Disclosed. 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 fully 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. No notice or allegation has been received that any such registers or books are incorrect or should be rectified. 3.3 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. 3.4 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. 3.5 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. 4.1 The copies of the memorandum and articles of association or other constitutional and corporate documents of all the Group Companies disclosed to the Purchaser or its advisers are true, accurate and complete in all material 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. 4.2 All returns, particulars, resolutions and other documents which any Group 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. The copies of the memorandum and articles of association or other constitutional and corporate documents of the Company Disclosed to the Buyer 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. Such documents fully set out all the rights and restrictions attaching to each class of shares in the capital of the Company.