Purchase Terms. The purchase and sale of Subject Securities shall be on the following terms: (a) The Unilever Stockholder shall represent and warrant that assuming (i) that each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, (ii) that the Company is duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to execute each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party, (iii) that all actions required to be taken prior to the Put Closing or Call Closing by the Company under each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party or required by Applicable Law have, in each case, been duly taken prior to such Put Closing or Call Closing, (iv) that all actions (including the making of any filings) required to be taken by the Company under each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party or required by Applicable Law will, in each case, be duly taken following the Put Closing or Call Closing, and (v) that the Company Group has acted in good faith and does not have notice of any adverse claim with respect thereto, the instruments to be delivered by the Unilever Stockholder to the Company pursuant to Section 8.3 or 8.6 shall be valid and effective to transfer (x) good and valid title to the Subject Securities to the Company free and clear of any claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive or subscription rights, mortgages, hypothecations, prior assignments remaining in effect, title retention agreements, indentures, security agreements or any other encumbrances of any kind, and (y) all rights of any nature attaching to them including all rights to any dividends, interest or other distributions thereafter declared, paid or made after the purchase has been consummated; and (b) The Unilever Stockholder shall warrant in respect of itself and the other Unilever Group Members that: (i) it is the sole legal and beneficial owner of the Subject Securities; (ii) except for the Call Option, the Put Option and the restrictions contained or as referred to in Article VII, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance or equity on, over or affecting the Subject Securities or any of them and there is no agreement or commitment to give or create any of the foregoing; (iii) it has the requisite power and authority to sell the Subject Securities and do all other things it is required to do in connection with such purchase and sale under this Article VIII; (iv) the instruments of transfer executed pursuant to this Article VIII or Article VII, as the case may be, constitute binding obligations of the Unilever Stockholder in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law; and (v) the performance of its obligations under this Article VIII, or Article VII, as the case may be, will not: (A) result in a breach of any provision of its constitutional documents, (B) result in a breach of or constitute a default under any instrument to which it is a party or by which it is bound, (C) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound, or (D) require the consent of its shareholders or any other Person, which consent has not been obtained.
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Samples: Stockholders Agreement (Johnsondiversey Inc), Stockholders Agreement (Johnsondiversey Holdings Inc), Stockholders Agreement (Johnsondiversey Inc)
Purchase Terms. The purchase and sale of Subject Securities shall be on the following terms:
(a) The Unilever Capital Stockholder shall represent and warrant that assuming (i) that each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, (ii) that the Company is duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to execute each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party, (iii) that all actions required to be taken prior to the Put Closing or Call Closing by the Company under each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party or required by Applicable Law have, in each case, been duly taken prior to such Put Closing or Call Closing, (iv) that all actions (including the making of any filings) required to be taken by the Company under each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party or required by Applicable Law will, in each case, be duly taken following the Put Closing or Call Closing, and (v) that the Company Group has acted in good faith and does not have notice of any adverse claim with respect thereto, the instruments to be delivered by the Unilever Stockholder to the Company pursuant to Section 8.3 or 8.6 shall be valid and effective to transfer (x) good and valid title to the Subject Securities to the Company free and clear of any claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive or subscription rights, mortgages, hypothecations, prior assignments remaining in effect, title retention agreements, indentures, security agreements or any other encumbrances of any kind, and (y) all rights of any nature attaching to them including all rights to any dividends, interest or other distributions thereafter declared, paid or made after the purchase has been consummated; and
(b) The Unilever Stockholder shall warrant in respect of itself and the other Unilever Group Members that:
(i) it is the sole legal and beneficial owner of the Subject Securities;
(ii) except for the Call Option, the Put Option and the restrictions contained or as referred to in Article VII, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance or equity on, over or affecting the Subject Securities or any of them and there is no agreement or commitment to give or create any of the foregoing;
(iii) it has the requisite power and authority to sell the Subject Securities and do all other things it is required to do in connection with such purchase and sale under this Article VIII;
(iv) the instruments of transfer executed pursuant to this Article VIII or Article VII, as the case may be, constitute binding obligations of the Unilever Stockholder in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law; and
(v) the performance of its obligations under this Article VIII, or Article VII, as the case may be, will not: (A) result in a breach of any provision of its constitutional documents, (B) result in a breach of or constitute a default under any instrument to which it is a party or by which it is bound, (C) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound, or (D) require the consent of its shareholders or any other Person, which consent has not been obtained.
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