General Corporate. 1.1 It is validly incorporated, organised and subsisting in accordance with the Applicable Laws of its place of incorporation.
1.2 It has full power and capacity to enter into and perform its obligations under the Stream Documents and to ensure that the obligations expressed to be assumed by it thereunder are legal, valid, binding and enforceable.
1.3 All necessary consents and authorisations (corporate and otherwise) for the execution, delivery and performance by it of the Stream Documents in accordance with their terms and to ensure that the obligations expressed to be assumed by it thereunder are legal, valid, binding and enforceable have been obtained.
1.4 Its execution, delivery and performance of the Stream Documents complies with its constitution and does not constitute a breach of any Applicable Law or obligations, conflict with or cause a default under any agreement by which it is bound.
1.5 To the extent applicable to it, it is in compliance with the Mining Charter and any other Applicable Law promoting B-BBEE and all applicable B-BBEE Requirements.
1.6 No meeting has been convened, resolution proposed or order made for the winding up, or the appointment of an administrator, of it, and no mortgagee or chargee has taken, attempted to take or indicated an intention to exercise its rights under any security granted by it or in relation to it.
1.7 The Seller Group Structure attached to this Agreement as Appendix 1 to this Schedule 3 is true, complete and accurate in all material respects and shows the following information:
(A) each Seller Group Member, including its current name, jurisdiction of incorporation and shareholding; and
(B) all minority interests in any Seller Group Member and any person in which any Seller Group Member holds shares in its issued share capital or equivalent ownership interest of such person.
General Corporate. Each Party represents and warrants to the other Parties, for itself and its Related Parties, that: (a) it is duly organized, validly existing, and authorized and in good standing under the laws of the state of its organization and in each jurisdiction where it is required to be qualified as a foreign organization or entity; (b) it has all requisite power to own, operate, grant easements in, and lease its properties and to carry on its business as now conducted; (c) it has or will endeavor to obtain all regulatory and other authorizations and approvals necessary for it to legally perform its obligations under this Agreement; (d) the execution, delivery, and performance of this Agreement are within its powers, have been duly authorized by all necessary action (except for actions of bodies and agencies and other non-parties), and do not violate any of the terms or conditions in its governing documents, any contract or other agreement to which it is a party, or any Law or regulation applicable to it; (e) this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with the terms thereof (except as otherwise provided by law); (f) there are no bankruptcy proceedings pending or being contemplated by it or, to its knowledge, threatened against it; and (g) there are no legal proceedings that would be reasonably likely to materially adversely affect its ability to perform this Agreement.
General Corporate. CAM's or its subsidiaries' tax department, legal department, travel department and cash management department shall provide CFP with substantially the same services that it provides CAM or its subsidiaries.
General Corporate. The Company shall provide Sub with ----------------- substantially the same general corporate services that it performs for itself using Company employees or that it procures through third-party service providers including, without limitation, tax services, cash management services, merchandising services, advertising, inventory management services, customer relations services, financial services and legal services.
General Corporate. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its organization and in each jurisdiction where it is required to be qualified as a foreign organization or entity; (b) it has all requisite power to own, operate and lease its properties and carry on its business as now conducted; (c) it has all regulatory approvals necessary for it to legally perform its obligations under this Agreement; (d) the execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents, any contract or other agreement to which it is a party or any Law applicable to it; (e) this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with the terms thereof; (f) there are no bankruptcy proceedings pending or being contemplated by it or, to its knowledge, threatened against it; (g) there are no legal proceedings that would be reasonably likely to materially adversely affect its ability to perform this Agreement; and (h) it has knowledge and experience that enable it to evaluate the merits and risks of this Agreement.
General Corporate. Supply chain Supply chain refers to the acquisition and provision of goods and services other than fuel, energy commodities or energy transmission. Specific activities include material inventory management, contract administration services, warehousing and logistics services and the establishment of inventory standards. The category also encompasses the purchase, oversight, and maintenance of vehicles and related equipment.
General Corporate. (a) The Borrower shall maintain its corporate existence and conduct its business, in material compliance with all Applicable Laws applicable to it.
(b) The Borrower shall maintain 31 December in each year as its financial year end.
(c) The Borrower shall keep proper records and books of account in respect of its business and the Project including as to the shares pledged to the Lender under the Limited Recourse Guarantee and Pledge Agreement.
(d) The Borrower shall establish and maintain adequate management information and cost control systems (consistent with Prudent Utility Practices), and maintain proper books and records in accordance with Applicable Accounting Standards.
(e) The Borrower shall cause Xxxxxxxxx at all times to own 100% of the issued shares in the Borrower and maintain control of the Borrower (and for the purposes of this provision a corporation is treated as being “controlled” by a corporation if that other corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body, in each case, whether by contract or otherwise and if that other corporation holds a majority of the voting rights in shareholder meetings of that corporation).
(f) The Borrower shall promptly notify the Lender of any change in the ownership of the issued shares in the Borrower.
General Corporate. General corporate services, including, accounting, cash management, information technology, legal, and tax services.
General Corporate. 5.1 No power of attorney given by a Group Member is in force other than those given to BoS pursuant to the Bank Facilities (which will be revoked and cancelled at Completion).
5.2 No authorities (express or implied) by which a person (other than an officer of any Group Member) may enter into a contract or commitment on behalf of a Group Member are outstanding.
5.3 No Group Member has a liability as a result of having had only one member or has been in breach of law and no Group Member has failed to comply with a requirement applicable to it as a result of having any company having had only one member at any time.
5.4 The statutory books and registers of each Group Member have been properly kept in all material respects and contain a materially accurate record at the date of this Agreement of the matters with which they should deal and no notice or allegation has been received that it is incorrect or should be rectified.
5.5 None of the Shares was, or represents assets which were, the subject of a transfer at an undervalue (within the meaning of section 238 or 339 Insolvency Act 1986) within the past five years.
5.6 All material returns, particulars, resolutions and documents required to be filed with the Registrar of Companies in respect of each Group Member have been duly filed.
General Corporate. (a) The Borrower shall ensure that each Borrower Entity maintains its corporate existence.
(b) The Borrower shall ensure that:
(i) each Borrower Entity (other than the Itochu Borrower Entity) maintains 31 December in each calendar year as its financial year end; and
(ii) the Itochu Borrower Entity maintains 31 March in each calendar year as its financial year.
(c) The Borrower shall keep proper records and books of account in respect of its business and in respect of the Project including as to the share capital issued by the Borrower Entities to the Shareholders.
(d) The Borrower shall establish and maintain adequate management information and cost control systems (consistent with Prudent Utility Practices), and maintain proper books and records in accordance with Applicable Accounting Standards.
