Fundamental Warranties. 6.1 Each Seller severally warrants (in respect of themselves only) to UM that each of the Fundamental Warranties is true and accurate as at the Completion Date:
(a) in respect of each Seller which is a body corporate, it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the Completion Date;
(b) it has the legal right and full power and authority to enter into and perform this Agreement and each other Transaction Document to which it is party;
(c) this Agreement and each other Transaction Document will, when executed, constitute valid and binding obligations on it, in accordance with its terms;
(d) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document;
(e) there are no:
(i) judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or, in respect of each Seller which is a body corporate, any of its respective Affiliates;
(ii) law suits, actions or proceedings pending or, to the knowledge of that Seller, threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates; or
(iii) investigations by any Governmental Authority which are pending or threatened against it or in respect of each Seller which is a body corporate, any of its respective Affiliates, and which, in any such case, will have a material adverse effect on the ability of it to lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it;
(f) the execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is party will not:
(i) result in a breach of, or constitute a default under its Constitution;
(ii) result in a breach of, or constitute a default under, any material agreement or arrangement to which it is a party or by which it is bound; or
(iii) result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or decree of any Governmental Authority in any relevant jurisdiction, in each case, other than any such breaches or defaults that individually or in the aggregate would not impair in any material respect the ability of the Se...
Fundamental Warranties the warranties in paragraphs 1.1, 3.2, 3.3, 16 and 18 of Schedule 5 (and each a “Fundamental Warranty”); Group Company: in relation to any company, any body corporate that is a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company; Hardware: any and all computer, telecommunications and network equipment used in the business of the Company (including PCs, mainframes, servers, screens, terminals, keyboards, disks, printers, cabling, associated and peripheral electronic equipment); Holdback Amount: US$5,000,000; HSBC Corporate Card Line Termination Letter: the letter from Interfax, Inc. to HSBC Bank USA, National Association terminating the USD Corporate Credit Card Agreement in the agreed form marked “E”;
Fundamental Warranties. 5.1 The Warrantors warrant that:
5.1.1 each Seller is the sole legal and beneficial owner of the Shares set opposite such Seller’s name in column (3) of appendix 1;
5.1.2 the Shares set opposite each Seller’s name in column (3) of appendix 1 have been properly and validly allotted and are fully paid up and, together with all other Shares, constitute the entire issued share capital of the Company;
5.1.3 there is no Encumbrance affecting any of the Shares set opposite a Seller’s name in column (3) of appendix 1 nor any agreement to create any, and no person has claimed to be entitled to any of such things;
5.1.4 there are no existing, pending or threatened disputes, claims or proceedings affecting any of the Shares set opposite a Seller’s name in column (3) of appendix 1 or its ownership or entitlement to dispose of any of them and there are no circumstances which are likely to give rise to any such disputes;
5.1.5 in the case of a corporate Seller, no Insolvency Event has occurred in relation to it and there are no circumstances which are likely to give rise to such an Insolvency Event;
5.1.6 in the case of a Warrantor, he is not bankrupt and nor has he previously been declared bankrupt and he has not made or proposed any arrangement or composition with his creditors or any class of his creditors;
5.1.7 each Seller has the legal right, full power and authority and all necessary consents and authorisations to enter into and perform its obligations under this agreement and each other Acquisition Document to which it is or will be party;
5.1.8 this agreement and each other Acquisition Document to which a Seller is or will be party constitutes, or will when executed constitute, legal, valid and binding obligations and will be enforceable in accordance with their respective terms;
5.1.9 the entry into and performance of its obligations under this agreement and each other Acquisition Document to which a Seller is or will be party will not:
5.1.9.1 conflict with or breach any provision of its articles of association or other constitutional documents;
5.1.9.2 breach any agreement or instrument to which it is party or by which it is bound;
5.1.9.3 conflict with or breach any applicable law or any requirement of any Authority to which a Seller is subject or submits; or
5.1.9.4 require the consent, approval or authorisation of any Authority;
5.1.10 no Seller nor any person connected with it has made a claim of any nature against the Company that remains outstanding an...
Fundamental Warranties. 1Subject to the limitations set out in Schedule 6, each Seller warrants to the Buyer on a joint and several basis that each Fundamental Warranty is true, accurate and not misleading as at the date of this Agreement.
Fundamental Warranties. 22 Guarantor .........................................................2
Fundamental Warranties. 3.1 Each party severally (and in respect of itself only) warrants to each other party that this Deed constitutes the legal, valid and binding obligation of each such party, and the execution, delivery and performance of this Deed by such party does not conflict with, violate or cause a breach of any legal or regulatory obligation, any agreement, contract or instrument to which such party is a party or any judgment, order or decree to which such party is subject.
3.2 Each Co-Investor severally warrants to the Company and the Apax Investor that he, she or it:
(a) has the capacity to execute, deliver and perform his, her or its obligations under this Deed and the transactions contemplated hereby;
(b) is not insolvent, bankrupt or unable to pay his, her or its debts as they fall due and is not subject to any arrangement, proceeding or compromise with any of his, her or its creditors and, so far as he, she or it is aware, no events have occurred which would justify the same;
(c) in the case of a Co-Investor which is a body corporate, has the requisite power and authority to enter into, deliver and perform its obligations under this Deed and the transactions contemplated hereby; and
(d) in the case of a Co-Investor who is an individual, is not by reason of illness or incapacity (whether mental or physical) incapable of managing his or her own affairs.
3.3 The First Apax Investor warrants to the Company and the Co-Investors that it:
(a) has the capacity to execute, deliver and perform its obligations under this Deed and the transactions contemplated hereby;
(b) has the requisite power and authority to enter into, deliver and perform its obligations under this Deed and the transactions contemplated hereby; and
(c) is not insolvent or unable to pay its debts as they fall due and is not subject to any arrangement, proceeding or compromise with any of its creditors and, so far as it is aware, no events have occurred which would justify the same.
Fundamental Warranties. 8.1 Each Seller hereby severally warrants to the Buyer as at the date of this Agreement that each of the Fundamental Warranties (in respect only of herself and the Interests she holds) is true and accurate.
Fundamental Warranties. 8.1 Each Seller hereby severally warrants to the Buyer as at the date of this Agreement that each of the Fundamental Warranties (in respect only of herself and the Interests she holds) is true and accurate. General Warranties
8.2 Subject to the provisions of Schedule 8, the Warrantors hereby jointly and severally warrant to the Buyer that, save as Disclosed, each of the General Warranties and the Tax Warranties is, at the date of this Agreement, true and accurate.
8.3 The Buyer warrants that at the date of this Agreement it is not aware of any facts or circumstances which may constitute a breach of the Warranties.
8.4 Each of the Warranties is a separate warranty and shall not be restricted in its extent or application by the terms of any of the other Warranties or by any other term of this Agreement.
8.5 Each of the Sellers hereby waives any right which they may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any director, member, officer or employee of any Group Entity for the purpose of assisting the Sellers to give any of the Warranties or to prepare the Disclosure Letter.
8.6 All sums payable by the Sellers or the Buyer under this Agreement shall be paid without deduction, counterclaim, set off or withholding, except as may be required by law. If any such deduction or withholding is required by law, the Sellers or the Buyer (as the case may be) shall pay such sum as will, after such deduction or withholding, leave the recipient with the same amount to which it would have been entitled in the absence of the requirement to make a deduction or withholding.
8.7 If any sum payable by the Sellers under this Agreement is subject to Tax in the hands of the recipient, the Seller shall pay on demand to the recipient such additional amount as will, after such Tax and any Tax paid on the additional amount, leave the recipient with the amount it would have received if that sum had not been subject to Tax. The date for payment of any additional amount due under this clause 8.7 shall be the later of five (5) Business Days following the date of the demand made by the recipient pursuant to this clause 8.7 and five (5) Business Days prior to the date on which the Tax on the relevant sum becomes due and payable.
8.8 Any payments made by the Sellers under this Agreement in connection with any Claim or breach of any Warranty, or any payments made by the Sellers under the Tax Deed, shall so far as p...
Fundamental Warranties. At the date of this Agreement, each Share Seller is the legal and beneficial owner of the number of Existing Shares set out opposite his, her or its name in column 2 of part 1 of Schedule 1 and on Completion, will be the legal and beneficial owner of the number of Conversion Shares set out opposite his, her or its name in column 3 of part 1 of Schedule 1.
Fundamental Warranties. Each Seller represents and warrants to the Purchaser that the Fundamental Warranties are true and accurate as at the Offer Protocol Date and shall also be true and accurate as at Completion, provided that where such Fundamental Warranty relates to Shares (other than the Fundamental Warranties set out in Paragraphs 2.2 and 2.6, 2.7 and 2.8 of Schedule 10 (Fundamental Warranties), it only applies to the respective Shares held by the relevant Seller.
