Lindholmen AB Sample Clauses

Lindholmen AB. SEB-GER is the sole legal owner of the shares in Lindholmen AB as described in Schedule 3.11. SEB-GER holds these shares on account of SEB ImmoInvest, which is the beneficial owner of such shares.
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Lindholmen AB. (a) On the Notarisation Date and on the Closing Date SEB is the sole and unrestricted owner of the shares in Lindholmen AB. Purchasers are, however, aware that the original share certificate is not available and cannot be provided to the Purchaser. Sellers have already or shall immediately after the Notarisation Date apply for cancellation of the share certificate and assist the Purchaser after transfer of the Shares in Lindholmen AB in the cancellation process and the process of applying for a new share certificate. The costs of the cancellation procedure and the issue of the new share certificate shall be borne by the relevant Seller. (b) On the Notarisation Date and on the Closing Date, the shares in Lindholmen AB are free and clear of any liens, encumbrances or other rights of third parties, and there are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any of the shares in Lindholmen AB. (c) On the Notarisation Date and on the Closing Date, Lindholmen AB has been duly established under the laws of Sweden and exists under the laws of Sweden. (d) Lindholmen AB has not carried out any business other than to acquire, own, manage and develop the Property described in Schedule 3.11 and on the Notarisation Date and on the Closing Date, Lindholmen AB has all corporate powers to conduct its business as presently conducted. (e) Annex 10.2.1(e) contains true and correct copy of the articles of association of Lindholmen AB as presently in effect and as in effect on the Closing Date. (f) On the Notarisation Date and on the Closing Date no bankruptcy or insolvency proceedings are pending with respect to Lindholmen AB. (g) On the Notarisation Date and on the Closing Date, Lindholmen AB is not a party to any agreement which would permit any third party to control Lindholmen AB or obligate Lindholmen AB to transfer profits to any such third party. (h) On the Notarisation Date and on the Closing Date, Lindholmen AB holds no interest or share in any other company. (i) On the Notarisation Date no lawsuit or other proceeding is pending (rechtshängig) against Lindholmen AB before any court, arbitrator or governmental authority and, to SEB’s best knowledge, no such lawsuit or proceeding has been threatened in writing. (j) The audited annual accounts as of 31 December 2013 of Lindholmen AB have been prepared in accordance with Swedish generally accepted accounting principles and give a true and fair view of the...
Sample 1

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