Common use of Purchaser Warranties Clause in Contracts

Purchaser Warranties. The Purchaser and the Purchaser Guarantor jointly and severally warrant to the Vendor as follows: (A) the Purchaser and the Purchaser Guarantor have the requisite power and authority to enter into and perform this Agreement and any other agreement referred to herein to which they are or have agreed to become a party (the “Purchaser Documents”); (B) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser and/or the Purchaser Guarantor in accordance with their respective terms; (C) no order has been made and no resolution has been passed for the winding up of the Purchaser or the Purchaser Guarantor or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Purchaser or the Purchaser Guarantor; (D) no administration order has been made and no petition for such an order has been presented in respect of the Purchaser or the Purchaser Guarantor; (E) no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Purchaser or the Purchaser Guarantor; (F) neither the Purchaser nor the Purchaser Guarantor is insolvent or unable to pay its debts within the meaning of s.123 Insolvency Axx 0000 or has stopped paying its debts as they fall due; (G) no voluntary arrangement has been proposed under s.1 of the Insolvency Axx 0000 or any equivalent provision in a foreign jurisdiction in respect of the Purchaser or the Purchaser Guarantor; (H) no event analogous to any of the foregoing has occurred in or outside England with respect to the Purchaser or the Purchaser Guarantor; (I) the Purchaser and the Purchaser Guarantor have obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Purchaser Documents; and (J) the execution and delivery of, and the performance by the Purchaser and the Purchaser Guarantor of their obligations under, this Agreement and the Purchaser Documents will not: (1) be or result in a breach of any provision of the memorandum or articles of association of the Purchaser or the Purchaser Guarantor; (2) be or result in a breach of, or constitute a default under, any instrument to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; (3) be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; or (4) require the Purchaser or the Purchaser Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); and (K) the Purchaser and the Purchaser Guarantor have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet their obligations under this Agreement and the Purchaser Documents.

Purchaser Warranties. The 6.1 Purchaser warrants that Purchase has the legal right to enter into this Agreement, and that this Agreement does not conflict or breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser Guarantor jointly is validly incorporated, in existence and severally warrant duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Vendor as follows:Effective Date; (A) the 6.4 Purchaser has obtained all corporate authorizations and the Purchaser Guarantor have the requisite power all other consents, licenses and authority authorizations required to empower it to enter into and perform its obligations under this Agreement and any other agreement referred to herein to which they are or have agreed to become a party (the “Purchaser Documents”); (B) that this Agreement constitutes is binding on and the enforceable against Purchaser Documents will, when executed, constitute binding obligations of the Purchaser and/or the Purchaser Guarantor in accordance with their respective its terms; (C) no order has been made 6.5 Entry into and no resolution has been passed for the winding up of the Purchaser or the Purchaser Guarantor or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Purchaser or the Purchaser Guarantor; (D) no administration order has been made and no petition for such an order has been presented in respect of the Purchaser or the Purchaser Guarantor; (E) no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Purchaser or the Purchaser Guarantor; (F) neither the Purchaser nor the Purchaser Guarantor is insolvent or unable to pay its debts within the meaning of s.123 Insolvency Axx 0000 or has stopped paying its debts as they fall due; (G) no voluntary arrangement has been proposed under s.1 of the Insolvency Axx 0000 or any equivalent provision in a foreign jurisdiction in respect of the Purchaser or the Purchaser Guarantor; (H) no event analogous to any of the foregoing has occurred in or outside England with respect to the Purchaser or the Purchaser Guarantor; (I) the Purchaser and the Purchaser Guarantor have obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Purchaser Documents; and (J) the execution and delivery of, and the performance by the Purchaser and the Purchaser Guarantor of their obligations under, this Agreement will not (i) breach any provision of its memorandum and the Purchaser Documents will not: articles of association, by-laws or equivalent constitutional documents or (1ii) be or result in a breach of any provision laws or regulations in its jurisdiction of incorporation; 6.6 Purchaser is not and will not be after performance of its obligations under this Agreement, insolvent or bankrupt under the memorandum Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or articles has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of association them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser or and no event has occurred to give the Purchaser Guarantorright to enforce such security; (2) be 6.7 Purchaser is acting as principal for its own account and not as broker or result agent in a breach of, or constitute a default under, any instrument relation to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; (3) be or result in a breach of any order, judgment or decree of any court or governmental agency to which the 6.8 Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; or (4) require the Purchaser or the Purchaser Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason aware of any misrepresentation by or misstatement); and (K) on behalf of Seller in connection with the Purchaser and the Purchaser Guarantor have immediately available on an unconditional basis (subject only transaction or Assets that could reasonably be expected to Completion) the necessary cash resources to meet their obligations under this Agreement and the Purchaser Documentsresult in any Claims, as defined in Section 7.

Purchaser Warranties. The Purchaser hereby warrants to and the Purchaser Guarantor jointly and severally warrant to with the Vendor as followsthat: (Aa) it is a company duly incorporated and validly existing under the Purchaser Laws of the jurisdiction of its incorporation; (b) it has and the Purchaser Guarantor will have the requisite right, power and authority authority, and has and will have taken all action necessary, to enter into execute, deliver and exercise its rights and perform its obligations under this Agreement and any other agreement referred to herein each Transaction Document and the Commitment Letter and, upon the execution thereof, each Stapled Financing Document to which they are it is or have agreed to become will be a party (the “Purchaser Documents”)party; (Bc) its obligations under this Agreement constitutes Agreement, any other Transaction Document, the Commitment Letter and the Purchaser Stapled Financing Documents willto which it is party are, or when executedthe relevant Transaction Document or Stapled Financing Document is executed will constitute, constitute binding obligations of the Purchaser and/or the Purchaser Guarantor in accordance with their respective terms; (Cd) no order has been made and no resolution has been passed for the winding up neither it, nor any Affiliate of the Purchaser or which may due to its materiality to the Purchaser Guarantor or for give rise to a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened similar event for the purposes of winding up Purchaser (a “Relevant Purchaser Affiliate”) is insolvent under the Purchaser or the Purchaser Guarantor; (D) no administration order has been made and no petition for such an order has been presented in respect Laws of the Purchaser or the Purchaser Guarantor; (E) no receiver (which expression shall include an administrative receiver) has been appointed in respect jurisdiction of the Purchaser or the Purchaser Guarantor; (F) neither the Purchaser nor the Purchaser Guarantor is insolvent or its incorporation, unable to pay its debts within the meaning of s.123 Insolvency Axx 0000 or has stopped paying its debts as they fall due; due or has proposed or is liable to any arrangement (Gwhether court process or otherwise) no voluntary arrangement has been proposed under s.1 of the Insolvency Axx 0000 which its creditors (or any equivalent provision group of them) would receive less than the amounts due to them. There are no proceedings in a foreign jurisdiction in respect relation to any compromise or arrangement with creditors or any winding up, or insolvency proceedings concerning the Purchaser or its Relevant Purchaser Affiliates and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser or its Relevant Purchaser Affiliates, and no event has occurred to give the Purchaser Guarantorright to enforce such security; (He) no event analogous it has the power to any of the foregoing has occurred in or outside England with respect to the Purchaser or the Purchaser Guarantorown its assets and carry on its business as it is being conducted; (I) the Purchaser and the Purchaser Guarantor have obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Purchaser Documents; and (Jf) the execution and delivery of, and the performance by the Purchaser and the Purchaser Guarantor of their its obligations under, this Agreement Agreement, any Transaction Document, the Commitment Letter and the Purchaser Stapled Financing Documents will not: (1i) be or result in a breach of any provision of the memorandum or articles of association Constitutional Documents of the Purchaser or the Purchaser GuarantorPurchaser; (2ii) be or result in a material breach of, or constitute give any third party a default right to terminate or modify, or result in the creation of any Encumbrance under, any agreement, licence or other instrument to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; (3) be or result in a breach of any order, judgment or decree of any court or governmental agency Governmental Authority to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor any of its assets is bound and which is material in the context of the transactions contemplated by this Agreement; orbound; (4iii) require the Purchaser or the Purchaser Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority Governmental Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any material misrepresentation or misstatement); andor (Kiv) require the Purchaser to obtain any consent or approval of any of its shareholders or any other person; (g) save as referred to in Part A of Schedule 3 (Conditions Precedent), all authorisations from, and notices or filings with, any Governmental Authority that are necessary to enable the Purchaser Guarantor have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet their execute, deliver and perform its obligations under this Agreement and each other document related to this Agreement to which it is or will be a party have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with; (h) there are no (i) outstanding judgments, orders, injunctions or decrees of any judicial, governmental or regulatory body or arbitral tribunal against or affecting it, (ii) lawsuits, actions or proceedings commenced, pending or, so far as it is aware, threatened in writing against or affecting it; or (iii) investigations by any Governmental Authority which have been commenced or are pending or threatened against it, in each case which (A) will, or is (in the opinion of the Purchaser, acting reasonably) likely to, prevent or delay the fulfilment of any of the Transfer Conditions or Completion Conditions or (B) will have or could reasonably be expected to have a material adverse effect on its ability to perform its obligations under any Transaction Document or any other documents to which it is, or is to become, a party in connection with this Agreement; (i) it is not a party to, or in any way obligated under, nor does there exist, any contractual obligation for the payment of any broker’s or finder’s fee in connection with the origin, negotiation, execution or performance of any Transaction Document for which any member of the Vendor Group will have any liability; (j) the Purchaser is on the date hereof and will be on the Completion Date a wholly owned subsidiary of the Purchaser Guarantor; (k) In respect of the Stapled Financing: (i) the Purchaser has delivered to the Vendor a true and complete copy of the executed commitment letter, dated as of the date of this Agreement, between the Purchaser, BNP Paribas, Citibank N.A., Commonwealth Bank of Australia, Singapore Branch and Deutsche Bank AG, Singapore Branch (the “Commitment Letter”) pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to the Purchaser the amounts set forth therein for the purpose of partially funding the acquisition of the Sale Shares contemplated by this Agreement; (ii) subject to satisfaction of all conditions precedent set forth in the Commitment Letter, the Purchaser will enter into the Stapled Financing Agreement; (iii) there are no other conditions which are applicable to the availability of the commitments or financing which are provided or to be provided under the Commitment Letter, the Stapled Financing Agreement which are not set out in the Commitment Letter; (iv) upon entering into the Stapled Financing Agreement, to notify and confirm in writing to the Vendor that the Stapled Financing Agreement has been entered into; (v) no terms of the Stapled Financing Documents shall differ from the terms of the Commitment Letter in a manner which materially and adversely affects the Purchaser's ability to drawdown under the Stapled Financing Documents; (vi) the Purchaser shall comply, and procure that its Affiliates comply, with and fulfil those obligations and conditions under the Commitment Letter and the Stapled Financing Documents that are necessary for funds to be advanced to it under such Stapled Financing Documents; (vii) the Purchaser will not and will procure its Affiliates do not nor any person on its or their behalf shall, without the prior written consent of the Vendor, terminate, amend, waive or vary, or agree to terminate, amend, waive or vary, the terms or conditions of the Commitment Letter or the Stapled Financing Agreement so as to materially adversely affect the Purchaser’s ability to draw down funds under the Stapled Financing Agreement to enable it to meet its obligations pursuant to the Transaction Documents; (viii) to use the monies received pursuant to the Stapled Financing Agreement to satisfy its payment obligations under and pursuant to the terms of this Agreement and for such other purposes as are permitted under the Stapled Financing Agreement; and (ix) to comply, and procure that its Affiliates comply, with and fulfil those obligations and conditions under the Commitment Letter or the Stapled Financing Agreement that are necessary for funds to be advanced under each such document; and (l) the FLY Equity will on each Deferred Transfer be issued to Vendor free from any Encumbrances whatsoever, other than those set forth in Sections 4.2 and 4.4 of the FLY Subscription Agreement. There are no outstanding options, rights, warrants or securities convertible, exercisable, exchangeable or redeemable into or for new or existing shares in the capital of FLY and FLY has not entered into any agreement or given any commitment to grant or issue any such options, rights, warrants or securities. (m) Each of the Warranties shall be construed separately and none of the Warranties shall limit or govern the extent, application or construction of any other of the Warranties. (n) so far as it is aware at the date of this Agreement there is no fact, matter or circumstance which might entitle the Purchaser either at Initial Transfer or a Deferred Transfer or with the passing of time to make a Claim against the Vendor.

Purchaser Warranties. The 6.1 Purchaser warrants that Purchase has the legal right to enter into this Agreement, and that this Agreement does not conflict or breach any other agreements it has with any other parties. 6.2 Purchaser warrants that there are no existing or pending lawsuits concerning Purchaser’s company and/or its Officers and Directors as of the Effective Date. 6.3 Purchaser Guarantor jointly is validly incorporated, in existence and severally warrant duly registered under the Laws of its jurisdiction and has full power to conduct its business as of the Vendor as follows:Effective Date; (A) the 6.4 Purchaser has obtained all corporate authorizations and the Purchaser Guarantor have the requisite power all other consents, licenses and authority authorizations required to empower it to enter into and perform its obligations under this Agreement and any other agreement referred to herein to which they are or have agreed to become a party (the “Purchaser Documents”); (B) that this Agreement constitutes is binding on and the enforceable against Purchaser Documents will, when executed, constitute binding obligations of the Purchaser and/or the Purchaser Guarantor in accordance with their respective its terms; (C) no order has been made 6.5 Entry into and no resolution has been passed for the winding up of the Purchaser or the Purchaser Guarantor or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Purchaser or the Purchaser Guarantor; (D) no administration order has been made and no petition for such an order has been presented in respect of the Purchaser or the Purchaser Guarantor; (E) no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Purchaser or the Purchaser Guarantor; (F) neither the Purchaser nor the Purchaser Guarantor is insolvent or unable to pay its debts within the meaning of s.123 Insolvency Axx 0000 or has stopped paying its debts as they fall due; (G) no voluntary arrangement has been proposed under s.1 of the Insolvency Axx 0000 or any equivalent provision in a foreign jurisdiction in respect of the Purchaser or the Purchaser Guarantor; (H) no event analogous to any of the foregoing has occurred in or outside England with respect to the Purchaser or the Purchaser Guarantor; (I) the Purchaser and the Purchaser Guarantor have obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Purchaser Documents; and (J) the execution and delivery of, and the performance by the Purchaser and the Purchaser Guarantor of their obligations under, this Agreement will not (i) breach any provision of its memorandum and the Purchaser Documents will not: articles of association, by-laws or equivalent constitutional documents or (1ii) be or result in a breach of any provision laws or regulations in its jurisdiction of incorporation; 6.6 Purchaser is not, and will not be after performance of its obligations under this Agreement, insolvent or bankrupt under the memorandum Laws of its jurisdiction of incorporation, unable to pay its debts as they fall due or articles has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of association them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Purchaser and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Purchaser or and no event has occurred to give the Purchaser Guarantorright to enforce such security; (2) be 6.7 Purchaser is acting as principal for its own account and not as broker or result agent in a breach of, or constitute a default under, any instrument relation to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; 6.8 The Seller Shares paid by Purchaser to Seller shall be fully paid, non-assessable, without restriction, and shall not be subject to offset, discounts or adjustment; The Seller Shares shall also have full piggy back registration rights for any offering made by Purchaser for a period of one (31) be year from the Effective Date, with said Seller Shares not being subject to any lock-up periods. 6.9 Purchaser has available cash or result available loan facilities immediately available funds to pay the Consideration and, in a breach the case of any orderloan facilities, judgment or decree of any court or governmental agency to which they involve no material pre-conditions and the Purchaser is able to satisfy all conditions of drawdown to such loan facilities at or the prior to Closing; 6.10 Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; or (4) require the Purchaser or the Purchaser Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason aware of any misrepresentation by or misstatement); on behalf of Seller in connection with the transaction or Assigned Assets that could reasonably be expected to result in any Claims, as defined in Section 7. 6.11 Purchaser represents and warrants to Seller that as of the Effective Date Purchaser has not granted any sublicense, assignment, conveyance, or other transfer interest as defined in 17 U.S.C.A. § 101 in or to the Software or any of the other Assigned Assets, including, without limitation, no such transfer pursuant to the License Agreement, and (K) , to the extent Purchaser has granted any such sublicense, assignment, conveyance, or other transfer interest in or to the Software or any of the other Assigned Assets, then such sublicense, assignment, conveyance, or other transfer interest will constitute an exception to all relevant representations, warranties, covenants and the Purchaser Guarantor have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet their obligations of Seller under this Agreement and the Purchaser DocumentsAgreement.

Purchaser Warranties. 9.1 The Purchaser represents, warrants and undertakes to and with the Vendor that as at the date of this Agreement: 9.1.1 it is a corporation duly organised and validly existing in the state of Florida under the laws of the United States of America, and each of its subsidiaries and associated companies is duly organised and validly existing under the respective laws in which they have been incorporated, and the Purchaser Guarantor jointly and severally warrant its subsidiaries and associated companies are not presently in liquidation or under judicial management; 9.1.2 subject to the Vendor as follows: (A) approval of its Board of Directors, it has the Purchaser and the Purchaser Guarantor have the requisite full power and authority to enter into into, exercise its rights and perform and comply with its obligations under this Agreement and any other agreement referred to herein to which they are or have agreed to become a party (the “Purchaser Documents”); (B) this Agreement same constitutes valid and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser and/or the Purchaser Guarantor in accordance with their respective its terms; 9.1.3 all actions, conditions and things required to be taken, fulfilled and done (Cincluding without limitation the obtaining of any necessary approvals, consents, licence, permits or the making of any filing or registration) in order to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations under this Agreement and to ensure that those obligations are legally binding and enforceable, will, as far as the same are required to be taken, fulfilled and done by the Purchaser by Completion, be taken, fulfilled and done and will be in full force and effect as at Completion; 9.1.4 save as disclosed to the Vendors in writing or as publicly disclosed pursuant to the relevant rules, no material litigation, arbitration or other proceeding involving the Purchaser or any of its subsidiaries is in progress or, to the knowledge of the Purchaser, is threatened and there are no circumstances known to the Purchaser which are in the Purchaser's reasonable opinion likely to give rise to any such material litigation, arbitration or proceedings; 9.1.5 no petition or application for the winding-up of the Purchaser or its subsidiaries has been presented, and no order has been made and no or effective resolution has been passed for the winding winding-up of the Purchaser and/or its subsidiaries, nor, to the knowledge of the Purchaser, proceedings instituted nor a meeting called with a view to obtaining any such order or the Purchaser Guarantor orders or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Purchaser or the Purchaser Guarantorpass any such resolution; 9.1.6 its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement (D) no administration order has been made including but not limited to the allotment and no petition for such an order has been presented in respect issue of the Purchaser or the Purchaser Guarantor; (E) no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Purchaser or the Purchaser Guarantor; (F) neither the Purchaser nor the Purchaser Guarantor is insolvent or unable to pay its debts within the meaning of s.123 Insolvency Axx 0000 or has stopped paying its debts as they fall due; (G) no voluntary arrangement has been proposed under s.1 of the Insolvency Axx 0000 or any equivalent provision in a foreign jurisdiction in respect of the Purchaser or the Purchaser Guarantor; (H) no event analogous to any of the foregoing has occurred in or outside England with respect to the Purchaser or the Purchaser Guarantor; (I) the Purchaser Consideration Shares and the Purchaser Guarantor have obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Purchaser Documents; and (JEarn-Out Consideration Shares) the execution and delivery of, and the performance by the Purchaser and the Purchaser Guarantor of their obligations under, this Agreement and the Purchaser Documents will not: , on Completion, breach or violate, or exceed any power or restriction granted or imposed on it by (1i) be any law, regulation, authorisation, directive or result in a breach order (whether or not having the force of any provision of the law) to which it is subject, (ii) its memorandum or and articles of association of or (iii) infringe the Purchaser or the Purchaser Guarantor; (2) be or result in a breach terms of, or constitute a default under, or cause to be exceeded any instrument limit imposed by or cause to be terminated or otherwise breached, any agreement instrument, contract, document or obligation to which it is a Party or which is binding on it or any part of its assets, undertakings, property or revenues; and 9.1.7 subject to the fulfilment of the conditions precedent set out in Clause 6.1 (unless otherwise waived), the Purchaser is entitled on Completion to allot and issue the Consideration Shares and Earn-Out Consideration Shares in accordance with this Agreement free from any Encumbrances, third party rights or pre-emptive rights of its shareholders and such Consideration Shares and Earn-Out Consideration Shares when allotted and issued in accordance with this Agreement will rank pari passu in all respects with the other issued shares of the Purchaser Guarantor is a party or by and will be fully paid shares which will not be subject to further calls. 9.2 The Purchaser represents and warrants to the Vendor that the Purchaser Warranties are true in all material respects on the date of this Agreement. 9.3 The representations, warranties and undertakings given hereunder or pursuant hereto by the Purchaser Guarantor is bound shall not in any respect be extinguished or affected by Completion. 9.4 The Purchaser Warranties shall be deemed to be repeated as at Completion with reference to the facts and circumstances then existing. 9.5 Each of the Purchaser Warranties shall be construed as a separate Purchaser Warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Purchaser Warranty or any other term of this Agreement. 9.6 The Purchaser acknowledges that the Vendor has entered into this Agreement in reliance upon the Purchaser Warranties. 9.7 The Purchaser undertakes to notify the Vendor in writing promptly if it becomes aware of any circumstance arising after the date of this Agreement which would cause any Purchaser Warranty (if the Purchaser Warranties were repeated with reference to the facts and circumstances then existing) to become untrue or inaccurate or misleading in any respect which is material in to the context financial or trading position of the transactions contemplated by this Agreement; (3) be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser or the Purchaser Guarantor is a party or by which the Purchaser or the Purchaser Guarantor is bound and which is material in the context of the transactions contemplated by this Agreement; or (4) require the Purchaser or the Purchaser Guarantor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); and (K) the Purchaser and the Purchaser Guarantor have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet their obligations under this Agreement and the Purchaser DocumentsPurchaser.