Effect of Sale of the Shares. So far as the Warrantors are aware, compliance with the terms of this agreement does not and will not:
(a) conflict with, or result in the breach of, or constitute a default under, any of the terms, conditions or provisions of any agreement, arrangement or instrument to which the Target is a party or any provision of its memorandum or articles of association or any Security Interest, lease, contract, order, judgment, award, injunction, regulation or other restriction or obligation of any kind or character by which or to which any asset of the Target is bound or subject; or
(b) relieve any person from any obligation to the Target (whether contractual or otherwise), or enable any person to terminate any such obligation or any right or benefit enjoyed by the Target or to exercise any right, whether under an agreement with or otherwise in respect of the Target; or
(c) result in the creation, imposition, crystallisation or the enforcement of any Security Interest on or over any of the assets, property or undertaking of the Target or result in any present or future indebtedness of the Target becoming due and payable prior to its stated maturity.
Effect of Sale of the Shares. Save as Disclosed, the acquisition of the Shares by the Buyer will not:
(a) cause any member of the Target Group to lose the benefit of any material asset, right or privilege it presently enjoys;
(b) relieve any person of any material obligation to any member of the Target Group, or enable any person to determine any such material obligation;
(c) result in the creation, imposition, crystallisation or the enforcement of any Encumbrance on or over any of the material assets, property or undertaking of any member of the Target Group or result in any present or future material indebtedness of any member of the Target Group becoming due and payable prior to its stated maturity or cause any material financial facility currently available to any member of the Target Group to be terminated or withdrawn; or
(d) result in the loss of, or any default under, any Consent (as defined in paragraph 6.3 of this Schedule 3).
Effect of Sale of the Shares. The acquisition of the Sale Shares by the Buyer pursuant to the terms of this Agreement and the Merger pursuant to the Merger Instrument will not:
(a) so far as the Key Persons are aware, cause the Company to lose the benefit of any right, asset or privilege it presently owns or benefits from;
(b) relieve any person of any contractual obligation to the Company, or enable any third person to exercise any other right in respect of the Company;
(c) result in the loss of, or any default under, any Consents (as defined in paragraph 2.2); or
(d) other than as set out in the Disclosure Letter, entitle any person to any payment under a Phantom Right.
Effect of Sale of the Shares. To the best of the knowledge, information and belief of the Vendors neither entering into, nor compliance with, nor completion of this Agreement will, or is likely to, cause any Group Company to lose the benefit of any right or privilege it presently enjoys or any person who normally does business with or gives credit to any Group Company not to continue to do so on the same basis, or any officer or senior employee of any Group Company to leave his employment, and to the best of the knowledge, information and belief of the Vendors the attitude or action of customers, suppliers, employees and other persons with regard to any Group Company will not be prejudicially affected thereby.
Effect of Sale of the Shares. To the best of the Seller’s knowledge, information and belief, neither entering into, nor compliance with, nor completion of this Agreement for the transfer of all or any of the Shares could cause any Group Company to lose the benefit of any material right or material privilege it presently enjoys under any contract or arrangement to which any Group Company is a party.
Effect of Sale of the Shares. Compliance with the terms of this agreement does not and will not:
(a) conflict with, or result in the breach of, or constitute a default under, any of the terms, conditions or provisions of any agreement, arrangement or instrument to which the Target is a party or any provision of its Memorandum or Articles of Association or any Security Interest, lease, contract, order, judgment, award, injunction, regulation or other restriction or obligation of any kind or character by which or to which any asset of the Target is bound or subject; or
(b) result in the creation, imposition, crystallisation or the enforcement of any Security Interest on or over any of the assets, property or undertaking of the Target or result in any present or future indebtedness of the Target becoming due and payable prior to its stated maturity.
Effect of Sale of the Shares. Neither entering into, nor compliance with, nor completion of the transfer of all or any of the Shares will, or is likely to:
6.5.1 cause any Group Company to lose the benefit of any right or privilege it presently enjoys; or
6.5.2 so far as the Seller is aware, cause any person who normally does business with or gives credit to any Group Company not to continue to do so on the same basis, in each case, in any respect which is material to the Group as a whole.
Effect of Sale of the Shares. (a) Neither entering into nor completion of this deed and the Transaction Documents for the transfer of all or any of the Shares will, or is likely to result in a material breach of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any Material Agreement or any lease or licence of any Property to which any Group Company is a party.
(b) Having made no enquiry of any third party, the Management Warrantors are not aware of any circumstances, including the potential acquisition of the Group by the Purchaser, which are likely to result in:
(i) in any partner in either Handelsbolaget Svenska Bio Lindingö or HB Västerås Biografer, Aktiebolaget Svensk Filmindustri & Co. invoking any termination right (including any right to terminate for convenience) under the partnership agreements relating thereto; or
(ii) the Bergen municipality exercising any rights it may have to acquire Svensk Filmindustri Kino AS’s shares in Bergen Kino AS.
Effect of Sale of the Shares. 5.5.1 Compliance with this Agreement or the Tax Deed of Indemnity does not and will not conflict with or result in the breach of or constitute a default under any agreement or instrument to which any Group Company is now a party or any loan to or mortgage created by any Group Company or relieve any other party to a contract with any Group Company of its obligations under such contract or entitle such party to terminate such contract, whether summarily or by notice.
5.5.2 So far as each of the Vendor and the Guarantor is aware, neither entering into nor completing this Agreement or the Tax Deed of Indemnity, nor completing this Agreement will infringe or cause any necessary amendment to any constitutive documents, licences or consents or approvals under which any Group Company is currently carrying out its business in Hong Kong, the PRC or elsewhere, nor will require the prior consent or approval of any government authorities or other third parties (other than in relation to any changes in the chairman or the general manager of the PRC Subsidiaries).
Effect of Sale of the Shares. Neither entering into nor completion of this Deed and the Transaction Documents for the transfer of all or any of the Shares will, or is likely to, result in a material breach of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any Material Contract.
