POWER TO SELL THE SALE SHARES. 1.1 Each Seller has the requisite power and authority to enter into and perform this agreement and the documents referred to in it (to which it is a party), and they constitute valid, legal and binding obligations on each Seller in accordance with their respective terms.
1.2 The execution and performance by the Sellers of this agreement and the documents referred to in it will not breach or constitute a default under any Seller’s articles of association, or any agreement, instrument, order, judgment or other restriction which binds any Seller.
POWER TO SELL THE SALE SHARES. 1.1 Each Seller has taken all necessary actions and have all requisite power and authority to enter into and perform this Agreement and the other documents referred to in it (to which they are a party) in accordance with their respective terms.
1.2 This Agreement and the other documents referred to in it constitute (or shall constitute when executed) valid, legal and binding obligations on each Seller in accordance with their respective terms.
1.3 The execution and delivery by each Seller of this Agreement and the documents referred to in it, and compliance with their respective terms shall not breach or constitute a default:
1.3.1 under any agreement or instrument to which any Seller is a party or by which any Seller is bound; or
1.3.2 of any order, judgment, decree or other restriction applicable to any Seller.
POWER TO SELL THE SALE SHARES. 1.1 The Seller has taken all necessary actions and has all requisite power and authority to enter into and perform this agreement and each of the other Transaction Documents to which he is a party in accordance with their respective terms.
1.2 This agreement and each of the other Transaction Documents to which he is a party constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller in accordance with their respective terms.
1.3 The execution and delivery by the Seller of this agreement and each of the other Transaction Documents to which he is a party, and compliance with their respective terms shall not breach or constitute a default:
(a) under any agreement or instrument to which the Seller is a party or by which the Seller is bound; or
(b) of any order, judgment, decree or other restriction applicable to the Seller.
POWER TO SELL THE SALE SHARES. 1.1 The Seller has the requisite power and authority and has obtained all necessary consents to enter into and perform this Agreement and the documents referred to in it to which it is a party, and they constitute valid, legal and binding obligations of the Seller in accordance with their respective terms.
1.2 The execution and performance by the Seller of this Agreement and the documents referred to in it to which the Seller is a party will not breach or constitute a default under its articles of association, or any agreement, instrument, order, judgment or other restriction which binds the Seller.
POWER TO SELL THE SALE SHARES. 1.1 Each Seller is the legal and beneficial owner of the number of Sale Shares set out opposite its, his or her name in Part 1 of Schedule 1 and is entitled to transfer the legal and beneficial title to such Sale Shares to EFactor free from all Encumbrances, without the consent of any other person.
1.2 None of the Sellers or the Warrantors has any claims or other rights against ELEQT or any of the Subsidiaries, whether under any shareholders’ agreement or otherwise.
1.3 Each Seller has taken all necessary actions and has all requisite power and authority to enter into and perform this agreement and the other documents referred to in it (to which they are a party) in accordance with their respective terms.
1.4 This agreement constitutes a valid, legal and binding obligation on each Seller in accordance with its terms.
1.5 The execution and delivery by the Sellers of this agreement and the documents referred to in it, and compliance with their respective terms shall not breach or constitute a default:
(a) under any agreement or instrument to which any Seller is a party or by which any Seller is bound; or
(b) of any order, judgment, decree or other restriction applicable to any Seller.
POWER TO SELL THE SALE SHARES. 1.1 Each Seller warrants that it has taken all necessary actions and has the requisite power and authority to enter into and perform this agreement and the Transaction Documents to which it is a party, and they constitute valid, legal and binding obligations on that Seller in accordance with their respective terms.
1.2 Each Seller warrants that this agreement and any other Transaction Documents to which that Seller is a party constitute (or shall constitute when executed) valid, legal and binding obligations on that Seller in accordance with their respective terms.
1.3 Each Seller warrants that the execution and delivery by that Seller of this agreement and each of the other Transaction Documents to which it is a party, and compliance with their respective terms shall not breach or constitute a default:
1.3.1 under any agreement or instrument to which that Seller is a party or by which that Seller is bound; or
1.3.2 of any order, judgment, decree or other restriction applicable to that Seller.
POWER TO SELL THE SALE SHARES. 1.1 The Seller has taken all necessary actions and has all requisite power and authority to enter into and perform this agreement and each of the other Transaction Documents to which it is a party in accordance with their respective terms.
1.2 The execution and delivery by the Seller of this agreement and each of the other Transaction Documents to which it is a party, and compliance with their respective terms shall not breach or constitute a default:
(a) under the Seller’s articles of association, or any other agreement or instrument to which the Seller is a party or by which the Seller is bound; or
(b) of any order, judgment, decree or other restriction applicable to the Seller.
POWER TO SELL THE SALE SHARES. 1.1 The Seller has taken all necessary actions and has all requisite power and authority to enter into and perform this agreement and each of the other Transaction Documents to which it is a party in accordance with their respective terms.
1.2 This agreement and the Transaction Documents to which it is a party constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller in accordance with their respective terms.
1.3 The execution and delivery by the Seller of this agreement and each of the other Transaction Documents to which it is a party, and compliance with their respective terms, shall not breach or constitute a default:
(a) under the Seller’s articles of association, or any other agreement or instrument to which the Seller is a party or by which the Seller is bound; or
(b) of any order, judgment, decree or other restriction applicable to the Seller.
POWER TO SELL THE SALE SHARES. 1.1 The Sellers have taken all necessary actions and have all requisite power and authority to enter into and perform this agreement and each of the other Transaction Documents to which it is a party in accordance with their respective terms, including without limitation the sale to the Buyer of the Sale Shares pursuant hereto.
1.2 This agreement and each of the other Transaction Documents to which it is a party constitute (or shall constitute when executed) valid, legal and binding obligations on the respective Sellers in accordance with their respective terms.
1.3 The execution and delivery by the Sellers of this agreement and each of the other Transaction Documents to which it is a party, and compliance with their respective terms shall not breach or constitute a default:
(a) under the Company’s articles of association, or any other agreement or instrument to which the Sellers are a party or by which either of the Sellers is bound; or
(b) of any order, judgment, decree or other restriction applicable to either of the Sellers.
1.4 The National Security and Investment Act 2021 and any related secondary legislation including (without limitation) The National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021 shall not apply to the purchase of the Sale Shares by the Buyer from the Sellers.
POWER TO SELL THE SALE SHARES. Each Seller and each Management Seller warrants that:
