DECLARATIONS AND GUARANTEES. 3.1 The Seller hereby declares and guarantees in favor of the Purchaser on the date of this Contract and on the Closing date (as defined below) that:
DECLARATIONS AND GUARANTEES. 3.1 The Seller hereby declares and guarantees in favor of the Purchaser on the date of this Contract and on the Closing date (as defined below) that:
(i) the signing by the Seller of this Contract has been duly authorized by the competent organs of the Seller and this authorization is valid and effective; this signing or the implementation of the obligations of the Seller do not require any authorizations from judicial or administrative authorities which have not been obtained and which are not still valid and effective;
(ii) the Seller will have, on the date immediately before the Closing date, the ownership and the full and free use of the Shares, free of any pledges, uses or other constraints or obligations in favor of the Seller or third parties;
(iii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, effective for the Seller, are susceptible to execution, also in specific form, in compliance with the regulations specified therein;
(iv) this Contract is not a breach by the Seller of Article 180 of Italian Legal Decree of February 24, 1998, no. 58.
3.2 The Purchaser hereby declares and guarantees in favor of the Seller on the date of this Contract and on the Closing date (as defined below) that:
(i) the signing by the Purchaser of this Contract will be, by the Closing date, duly authorized by the competent organs of the Purchaser and this authorization will be valid and effective on the Closing date; this signing or the implementation of the obligations of the Purchaser will not require, on the Closing date, any authorizations from judicial or administrative authorities which have not been obtained and which will not then be valid and effective;
(ii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, effective for the Purchaser, are susceptible to execution, also in specific form, in compliance with the regulations specified therein;
(iii) this Contract is not a breach by the Purchaser of Article 180 of Italian Legal Decree of February 24, 1998, no. 58.
DECLARATIONS AND GUARANTEES a. Each of the PIH and 1347 consultants announce and guarantees the other side that: (i) Such a party is a capital company or a limited Delavare limited law; (ii) Such a party will have full rights, the rights of the capital company or the Company (depending on the case) and the permission to enter into this Agreement, the guarantee shares and the guarantee agreement (depending on the case) and fulfill their obligations arising from this Agreement and under that ; (iii) Signing of this Agreement, the Agreement on Granting Executive and the Persons signing such contracts on behalf of such a Party (if worried), and the delivery of such contracts to this Party (if applied) has properly authorized all necessary actions in corporate or corporate or corporate or limited liability companies (depending on the case) such a party; (Iv) This Agreement, Guarantee Agreement and Warranty Filled and Delivered by the following Part (if it relates) and (subject to appropriate permission, execution and delivery is the other)A valid and binding obligation of this party which is enforceable against this party in accordance with its terms, except in the event of bankruptcy, bankruptcy, reorganization, moratorium or similar laws and rules of equity relating to the rights of creditors in general or the rights of creditors may be violated by general principles of fairness ; and (v) such party (i) is not aware of and (ii) has not assigned or assigned any claims against the other party related to the MSA that are not subject to disclosure pursuant to Section 4 of this Agreement. Statements addressed to a single person and not issued herein did not include any interest or rights claims, or 1347 series B notarized shares, garnishment orders and warrants (collectively, all necessary corporate instruments "securities") have been duly approved by PIH. to which PIH applies; and (iii) after being awarded Invaluable and 1,347 consultants in good standing under these provisions. , Free and clear of all liens, claims and encumbrances of any kind, except for (i) transfer restrictions under federal and state securities laws, ii) repair and raise transfers, iii) rights, claims or encumbrances based on funds 1347 consultants. Image resale or resale for public sale or distribution. in 1933, the Securities Law as amended (the Securities Law).US Federal and State Laws on Securities and that PIH relies on the truth, accuracy and compliance of 1347 advisers' claims and guarantees in this document to ...
DECLARATIONS AND GUARANTEES. 1.- The LENDERS grant this Loan in consideration of the following declarations and guarantees which the BORROWER and the GUARANTOR solemnly make and which shall be understood to be implicitly repeated at maturity of each Interest Period:
i) The BORROWER and the GUARANTOR are validly incorporated companies existing in accordance with the laws of Spain and perform the activities and businesses inherent to their business purpose.
ii) The BORROWER has a share capital of 6,000,134 euros, divided into 99,670 shares with a par value of 60.20 euros each, fully subscribed and 50% of which is paid-up, and those shares are owned by NAVIERA X. XXXXXX, S.A. (99,669 shares) and by Mr. Xxxxxxxx Xxxxxxxxx Xxxxxx (1 share), free of any charge encumbrance or third party right, with the exception of the pledge constituted to secure this Loan.
iii) The BORROWER and the GUARANTOR have full capacity to execute and perform this Agreement and have irrevocably adopted all corporate resolutions and measures necessary for its execution and performance, which shall remain in force so that the obligations contracted by the BORROWER and the GUARANTOR by virtue of this Agreement shall be valid, binding and accountable in accordance with the terms thereof.
iv) The execution and performance of this Agreement do not infringe any rule, regardless of its rank, the Articles of Association of the BORROWER or of the GUARANTOR or any Agreement or contract of any nature to which the BORROWER or the GUARANTOR are a party, or whereby they could otherwise be bound. [Stamp with the mention: `WITH MY MEDIATION In the terms shown in the certificate of mediation.'] [Handwritten signature] [29/186]
v) All payments undertaken by the BORROWER pursuant to this Agreement shall be made without any deduction or withholding on account of any tax.
vi) All information furnished in writing by the BORROWER and the GUARANTOR to the AGENT or to the LENDERS, including financial information, is correct and accurately shows the situation of the BORROWER and of the GUARANTOR and there are no facts or omissions that discredit that information.
vii) No consent, licence, authorisation or approval from third parties is necessary in relation to the execution, validity, performance and accountability of this Agreement that was not obtained prior to its formalisation, and all these remain fully effective, and no circumstance has arisen that could revoke them.
viii) At the present time, there is no litigation, arbitration or pro...
DECLARATIONS AND GUARANTEES. The sellers hereby declare and guarantee to the buyer that on the date of this contract, the following declarations are exact and authentic:
DECLARATIONS AND GUARANTEES. 5.1 Party B hereby declares and warrants as follows:
5.1.1 Party B has full and independent legal status and legal capacity, and has been duly authorized to sign, deliver, and perform the Agreement, and may act independently as a subject of litigation.
5.1.2 Party B enjoys the full right and authority to sign and deliver the Agreement and all other documents to be signed regarding the transactions described in the Agreement, and it owns the full right and authority to complete the above transactions. This Agreement shall be legally and duly signed and delivered by Party B, constitutes a lawful, binding obligation to it, and may be enforced in accordance with the terms of the Agreement.
5.1.3 Party B, at the time of entry into force of the Agreement, is Party C’s legitimate shareholder on the share registers. Except for the rights set forth in the Agreement, the Equity Pledge Agreement, and the Exclusive Option Agreement, there is no third party right on the entrusted rights. In accordance with the Agreement, Party A and/or the proxy may fully exercise the entrusted rights according to Party C’s effective constitutional documents at that time.
5.1.4 Party B’s conduct in signing, delivering, and performing the Agreement, as well as completing the transactions under the Agreement, shall not violate the provisions of applicable laws, and shall not violate any agreement, contract, or other arrangement with binding force for Party B between Party B and any third party.
5.2 Party A and Party C hereby declare and warrant as follows:
5.2.1 Party A and Party C are companies duly registered and legally subsisting under the laws of their places of incorporation, with independent legal personality status; have full and independent legal status and legal capacity to execute, deliver, and perform the Agreement and either party may independently be a party to the subject matter of the action.
5.2.2 Party A and Party C have full right and authority within their companies to enter into and deliver the Agreement and all other documents to be executed by them in connection with the transactions described herein, and they have the full right and authority to consummate the transactions described herein.
5.3 Party C further declares and warrants as follows:
5.3.1 Party B is Party C’s legitimate shareholder on the share registers at the time this Agreement comes into effect. There are no third party rights in the entrusted rights other than those created by this Agreement, the E...
DECLARATIONS AND GUARANTEES. The Beneficiary declares and guarantees to the Lending Party that which is specified in annex 12, explicitly agreeing that such declarations and guarantees, insofar as applicable, are understood to be issued at the Stipulation Date and renewed, except for paragraph 1 (Corporate Structure) of annex 13 (Declarations and Guarantees) at each Disbursement Date, as well as at each Interest Payment Date occurring throughout the duration of this Agreement.
DECLARATIONS AND GUARANTEES. The Beneficiary declares and guarantees the following to the Lending Party, with explicit agreement that these declarations and guarantees, insofar as applicable, are released on the Stipulation Date and renewed, except for the one provided in paragraph 1 (Company Structure), at each Disbursement Date and at each Interest Payment Date occurring throughout the duration of this Agreement.
DECLARATIONS AND GUARANTEES. 5.1 THE SALESPERSONS render each one, individual, solidary and unlimited, the following Declarations and Warranties, which should be true and correct in the date of the Closing Date:
DECLARATIONS AND GUARANTEES. The declarations and guarantees provided by the Net Group Companies are those mentioned in the Indenture.
