Common use of CONSTITUTIONAL AND CORPORATE DOCUMENTS Clause in Contracts

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 The copies of the memorandum and articles of association or other constitutional and corporate documents of the Company disclosed 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 have been correctly made up and filed or, as the case may be, delivered.

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 have been correctly made up and filed or, as the case may be, delivered.

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 and the Company Subsidiary 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 and the Company Subsidiary have been maintained 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 the Company Subsidiary 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 have been correctly made up and filed or, as the case may be, delivered.

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 Disclosed 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 so 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 Wales have been correctly made up and filed or, as the case may be, delivered.

CONSTITUTIONAL AND CORPORATE DOCUMENTS. 3.1 The the copies of the memorandum and articles of association or other constitutional and corporate documents of the Company disclosed and its Subsidiary 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 and its Subsidiary 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 its Subsidiary 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 have been correctly made up and filed or, as the case may be, delivered.

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 and its Subsidiary Disclosed to the Buyer Purchaser 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 and its Subsidiary have been properly kept and no notice or allegation that any of them is incorrect or should be rectified has as far as the Vendor is aware 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, the Registrar of Companies in England and Wales) has have been correctly made up and filed or, as the case may be, delivered.