Intervening Parties. The Company executes this Agreement for the purpose of consenting to all its terms and conditions, and hereby declares to have filed the Agreement in its headquarters, and undertakes to observe and enforce its provisions in accordance with the Brazilian corporation law. The Company undertakes, further, to send immediate notice to the shareholders in case it becomes aware of any agreement, fact or omission that can entail violation to this Agreement, as well as to take all the necessary actions to maintain this Agreement in full force and effect. The Company shall not be bound by any amendment hereof unless such amendment is filed with the Company. Pursuant to article 118, Paragraph 10 of the Brazilian corporation law, the Parties hereto appoint as their representatives before the Company, the same individuals referred to in Section 4.05 above.
Intervening Parties. The Intervening Parties JPL, CAS and MHT execute this Shareholders' Voting Rights Agreement, in their capacity as controlling shareholders of the Parties, for the purpose of manifesting their consent to the obligations expressly assumed by them and the rights expressly conferred upon them under this Shareholders' Voting Rights Agreement.
Intervening Parties. The Company hereby enters into this Agreement in the capacity of an intervening party, acknowledging all its terms and undertaking to comply with all its provisions and, in particular, to file it in accordance with the provisions of article 118 of the Corporation Law.
Intervening Parties. JADI and Xxxxxx sign this Agreement in the capacity of guarantors of the Seller being jointly and severally responsible for any and all obligations assumed by the Seller under this Agreement and any other agreement mentioned herein, including, without, limitation, the obligation of the transfer of the Quotas and the fulfillment of any and all of the acts necessary to be done or executed by the Seller in order to complete the transfer of the Quotas, renouncing any and all benefits that JADI may have specially the benefits of order, division and enforceability established under Brazilian Law.”
2.3 The Parties further undertake to sign a new 4th Amendment to the Articles of Association of the Company to reflect the changes to the JADI Reorganization.
2.4 Notwithstanding the changes to the JADI Reorganization, Xxxxxxx, Xxxxxx and JADI hereby ratify and confirm the terms of Section 4.25 of the QPA regarding their liability towards the JADI Reorganization.
Intervening Parties. The Company has entered into this Agreement in order to (a) demonstrate its full knowledge of the terms and conditions provided herein, including with respect to the arbitration provisions set forth in Section 14.14 below, and, where applicable, to ensure that all necessary steps will be taken for the full compliance of the terms of this Agreement; and (b) comply with the obligations attributed to them pursuant to this Agreement.
Intervening Parties. The Intervening Parties to this Agreement declare, individually and not jointly, in this act, that they were present at all times and agree with all the provisions contained in this Agreement.
Intervening Parties. The Guarantors, the Company and the Intervening Companies hereby agree and consent unconditionally and irrevocably to the terms and conditions of this Agreement.
Intervening Parties. Each the Guarantors, the Company and the Intervening Companies expressly binds itself to this arbitration clause for all purposes provided for in this Agreement and in Law.
Intervening Parties. 5.1. The Intervening Parties execute this Amendment, in their capacity as controlling shareholders of the Parties, for the purpose of manifesting their consent to the obligations expressly assumed by them and the rights expressly conferred upon them under this Amendment.
Intervening Parties. Clause VIII of the Original Shareholders Agreement (Intervening Parties) shall read as follows:
