Purchaser’s Warranties. 8.1 The Purchaser warrants to the Vendor as follows— (a) it has the requisite power and authority to enter into and perform this Agreement and any other agreement to be entered into pursuant to in this Agreement to which it is or has 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 in accordance with their respective terms; (c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents; (d) the execution and delivery of, and the performance by it of its obligations under, this Agreement and the Purchaser Documents will not— (i) be or result in a breach of any provision of its memorandum or articles of association; (ii) be or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement; (iii) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or (iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement; (e) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documents; and (f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregarded.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Sea Containers LTD /Ny/)
Purchaser’s Warranties. 8.1 23.1 The Purchaser warrants to the Vendor as follows—Seller (for itself and on trust for the Business Seller) that:
(aA) it has the requisite capacity, power and authority to enter into and perform this Agreement and any other agreement documents which are to be entered into pursuant to in this Agreement to which it is or has agreed to become a party (the "“Purchaser Transaction Documents"”);
(bB) this Agreement constitutes and the Purchaser Transaction Documents will, when executedexecuted by the Purchaser and/or any other member of the Purchaser’s Group, as the case may be, constitute valid and binding obligations of the Purchaser and/or such other member of the Purchaser’s Group, as the case may be, in accordance with their the respective termsterms of each such document;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(dC) the execution and delivery of, and the performance by it the Purchaser or any other member of its the Purchaser’s Group of their respective obligations under, under this Agreement and the Purchaser Transaction Documents to which each is respectively a party will not—:
(i) be or result in a breach of any provision of its the memorandum or articles of associationassociation or by-laws or equivalent constitutional documents of the Purchaser or the relevant member of the Purchaser’s Group;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it the Purchaser and/or the relevant member of the Purchaser’s Group is a party or by which it the Purchaser or the relevant member of the Purchaser’s Group is bound and which where such breach or default is material in the context to their ability to perform their obligations under this Agreement or under any of the transactions contemplated by this AgreementPurchaser Transaction Documents;
(iii) be or so far as the Purchaser is aware, result in a breach of any existing order, judgment or decree of any court or governmental agency to which it is a party or Governmental Entity by which it the Purchaser or the relevant member of the Purchaser’s Group is bound and which where such breach is material in the context to their ability to perform their obligations under this Agreement or under any of the transactions contemplated by this AgreementPurchaser Transaction Documents; or
(iv) save as contemplated by this Agreement, require it the Purchaser or the relevant member of the Purchaser’s Group to obtain any consent or approval of of, or give any notice to or make any registration with with, any governmental Governmental Entity or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available hereof both on an unconditional basis and on a basis which cannot be revoked;
(D) each Designated Purchaser is, and will at and immediately after Completion be, a member of the necessary Purchaser’s Group; and
(E) the Purchaser will have, at Completion and on the date on which any consideration adjustment amount becomes due under Clause 7, sufficient cash resources available to meet it on an unconditional basis to satisfy its obligations under this Agreement and the Purchaser Documents; and
Transaction Documents (f) as at including, without prejudice to the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge generality of the Purchaser shall be deemed foregoing, its obligation to be actual knowledge of Xxxxx Xxxxxx pay any consideration due under this Agreement and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedconsideration adjustment amount under Clause 8).
Appears in 1 contract
Samples: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
Purchaser’s Warranties. 8.1 The Purchaser represents and warrants to the Vendor as follows—Vendors that:
(a) it is a company duly incorporated and subsisting under the laws of BVI and has the requisite corporate power and, subject to the fulfillment of the conditions in Clause 4.1, has obtained all necessary approvals, authorizations and authority consents to enter into and perform its obligations under this Agreement and any has taken all necessary corporate and other agreement action to be entered authorize the entering into pursuant to in and performance of this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")Agreement;
(b) this Agreement constitutes the legal, valid and the Purchaser Documents will, when executed, constitute legally binding obligations of the Purchaser and are and will be fully enforceable against the Purchaser in accordance with their respective terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, of ,and the performance by it the Purchaser of its obligations under, under this Agreement and the Purchaser Documents will not—:
(i) be or result in a breach of any provision of its the memorandum or and articles of association;association or bye-laws of the Purchaser; or
(ii) be or result in a breach of, or constitute a default under, any instrument or agreement or contract or deed to which it the Purchaser is a party or by which it the Purchaser is bound and which is material (including any shareholder's agreement between its members in the context respect of the transactions contemplated by this Agreement;Purchaser);or
(iii) be or result in a breach of any law, rule or regulation or any order, judgment or decree of any court or governmental agency governmental, regulatory, judicial or administrative body to which it the Purchaser is a party or by which it the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; orbound;
(ivd) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this AgreementPurchaser through its wholly owned subsidiaries holds 219,999,999 shares (ie.78.57% equity interest) in GTI Financial Information Limited ("GTI");
(e) it has immediately available on an unconditional basis subject to the necessary cash resources fulfillment of the conditions in Clause 4.1, the Consideration Shares to meet its obligations under this be issued pursuant to the terms of the Agreement and have been duly authorized by the Purchaser Documents; andand will be validly issued, credited as fully-paid and unencumbered and free and clear of any security interests, claims (including pre-emptive rights and other restrictions on disposals of the Consideration Shares), liens or encumbrances and will be freely transferable and will rank PARI passu in all respects with all other issued shares in the capital of the Purchaser then in issue;
(f) save for the matters and transactions contemplated in this Agreement, there are no ( and there will be none up to and on the Completion Date) outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase, subscription, issue and allotment or acquisition from the Purchaser of any of its capital shares. Except for the existing memorandum and articles of association of the Purchaser as at the date hereof it has hereof, the existing shareholder's agreement dated 3rd January 2000 between Hu Qing Shan, Xx Xxxx, Xxxx Xxx and Xxxxx Xxxx Feng as Party A, Illumination International Limited as Party B, Twin Tiger Limited as Party C, Shenzhen Genius Information Technologies Limited as Party D, GTI as Party E and Shenzhen Ju Lie Information Consulting Limited as Party F respectively and the matters and transactions contemplated in this Agreement, the Purchaser and/or any existing shareholder of the Purchaser is not a party or subject to any agreement or understanding which affects or relates to the voting or giving of written consents with respect to any shares of the Purchaser or by a director of the Purchaser (and will not be a party or subject to any of the aforesaid up to and on the Completion Date). Except the matters and transactions contemplated in this Agreement, there is no intention other agreement or understanding (and there will be none up to make and on the Completion) between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any shares of the Purchaser or by a claim under director of the Warranties Purchaser;
(g) the particulars of the Purchaser contained in respect of matters which have not been disclosed Schedule 5 are true and accurate in all respects;
(h) all returns particulars resolutions and other documents required to be filed with the Disclosure Letter and which are actually known relevant authorities in Hong Kong by the Purchaser have been duly filed and where such matters are actually known by the Purchaser to constitute a breach has complied with all legal requirements in connection with its formation and with all issues of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregarded.its shares;
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc)
Purchaser’s Warranties. 8.1 The Purchaser represents and warrants to the Vendor Seller that, as follows—of the date of this Agreement:
9.4.1 the following statements are true and accurate: the Purchaser is validly existing and duly organised under the Laws of its jurisdiction of organisation; no public announcements, notices, reports or filings are required to be made by the Purchaser in relation to the Transaction, other than (ai) it the filing of a Form 8-K (in conjunction with any subsequent securities filings) with the US Securities and Exchange Commission, which will include certain information regarding the Transaction and will not include certain items deemed confidential, (ii) a press release and (iii) customer and employee communication; the Purchaser has the requisite full power and authority to enter into and perform this Agreement and any other agreement documents to be entered into executed by the Purchaser pursuant to or in connection with this Agreement to which it is or has agreed to become a party (the "Purchaser Documents");
(b) this Agreement constitutes and the Purchaser Documents willAgreement, which, when executed, will constitute valid and binding obligations of the Purchaser in accordance with their respective terms;
(c) ; the Purchaser is not subject to a voluntary or involuntary liquidation, administration order, suspension of payments or any other insolvency proceeding in any jurisdiction; the Purchaser has taken or will have taken by Closing all corporate action required by it has obtained all necessary shareholder to authorise it to enter into and board approvals in respect of to perform this Agreement and the Purchaser Documents;
(d) the execution and delivery of, and the performance any documents to be executed by it of its obligations under, this Agreement and the Purchaser Documents will not—
(i) be pursuant to or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by connection with this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreementrelevant time for payment, Purchaser will be able to pay the Purchase Price from its existing banking facilities and available cash;
(e) 9.4.2 it has immediately available on an unconditional basis carefully reviewed all written information provided in connection with the necessary cash resources to meet its obligations under this Agreement due diligence investigation and the Purchaser Documentsdocuments in the Data Room; and
(f) as at the date hereof it has 9.4.3 no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual senior executive or constructive knowledge of any other employee or officer or adviser manager of any member of or the Purchaser's Group is aware of any breach of the Seller's Warranties, provided that such awareness in relation to any Seller's Warranty set forth in Paragraph 11 of Schedule 8 shall be disregarded.limited to claims for infringement of third party Intellectual Property rights resulting from the Purchaser's sale of Seller's products prior to the Closing Date
Appears in 1 contract
Samples: Share Purchase Agreement (Tekelec)
Purchaser’s Warranties. 8.1 24.1 The Purchaser warrants to the Vendor as follows—Seller (for itself and on trust for each of the Business Sellers) that:
(aA) it has the requisite capacity, power and authority to enter into and perform this Agreement and any other agreement documents which are to be entered into pursuant to in this Agreement to which it is or has agreed to become a party (the "Purchaser “Purchaser’s Transaction Documents"”);
(bB) this Agreement constitutes and the Purchaser Purchaser’s Transaction Documents will, when executedexecuted by the Purchaser and/or any other member of the Purchaser’s Group, as the case may be, constitute valid and binding obligations of the Purchaser and/or such other member of the Purchaser’s Group, as the case may be, in accordance with their the respective termsterms of each such document;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(dC) the execution and delivery of, and the performance by it the Purchaser or any other member of its the Purchaser’s Group of their respective obligations under, under this Agreement and the Purchaser Purchaser’s Transaction Documents to which each is respectively a party will not—:
(i) be or result in a breach of any provision of its the memorandum or articles of associationassociation or by-laws or equivalent constitutional documents of the Purchaser or the relevant member of the Purchaser’s Group;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it the Purchaser and/or the relevant member of the Purchaser’s Group is a party or by which it the Purchaser or the relevant member of the Purchaser’s Group is bound and which where such breach or default is material in the context to their ability to perform their obligations under this Agreement or under any of the transactions contemplated by this AgreementPurchaser’s Transaction Documents;
(iii) be or so far as the Purchase is aware, result in a breach of any existing order, judgment or decree of any court or governmental agency to which it is a party or Governmental Entity by which it the Purchaser or the relevant member of the Purchaser’s Group is bound and which where such breach is material in the context to their ability to perform their obligations under this Agreement or under any of the transactions contemplated by this AgreementPurchaser’s Transaction Documents; or
(iv) save as contemplated by this Agreement, require it the Purchaser or the relevant member of the Purchaser’s Group to obtain any consent or approval of of, or give any notice to or make any registration with with, any governmental Governmental Entity or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available hereof both on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documentson a basis which cannot be revoked; and
(fD) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the each Designated Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else)is, and consequently the actual or constructive knowledge of any other employee or officer or adviser of any will at and immediately after Completion be, a member of the Purchaser's Group shall be disregarded’s Group.
Appears in 1 contract
Samples: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
Purchaser’s Warranties. 8.1 The Purchaser represents and warrants to the Vendor as follows—Vendors that:
(a) it is a company duly incorporated and subsisting under the laws of BVI and has the requisite corporate power and, subject to the fulfillment of the conditions in Clause 4.1, has obtained all necessary approvals, authorizations and authority consents to enter into and perform its obligations under this Agreement and any has taken all necessary corporate and other agreement action to be entered authorize the entering into pursuant to in and performance of this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")Agreement;
(b) this Agreement constitutes the legal, valid and the Purchaser Documents will, when executed, constitute legally binding obligations of the Purchaser and are and will be fully enforceable against the Purchaser in accordance with their respective terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, of ,and the performance by it the Purchaser of its obligations under, under this Agreement and the Purchaser Documents will not—:
(i) be or result in a breach of any provision of its the memorandum or and articles of association;association or bye-laws of the Purchaser; or
(ii) be or result in a breach of, or constitute a default under, any instrument or agreement or contract or deed to which it the Purchaser is a party or by which it the Purchaser is bound and which is material (including any shareholder's agreement between its members in the context respect of the transactions contemplated by this Agreement;Purchaser);or
(iii) be or result in a breach of any law, rule or regulation or any order, judgment or decree of any court or governmental agency governmental, regulatory, judicial or administrative body to which it the Purchaser is a party or by which it the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; orbound;
(ivd) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this AgreementPurchaser through its wholly owned subsidiaries holds 219,999,999 shares (ie.78.57% equity interest) in GTI Financial Information Limited ("GTI");
(e) it has immediately available on an unconditional basis subject to the necessary cash resources fulfillment of the conditions in Clause 4.1, the Consideration Shares to meet its obligations under this be issued pursuant to the terms of the Agreement and have been duly authorized by the Purchaser Documents; andand will be validly issued, credited as fully-paid and unencumbered and free and clear of any security interests, claims (including pre-emptive rights and other restrictions on disposals of the Consideration Shares), liens or encumbrances and will be freely transferable and will rank PARI PASSU in all respects with all other issued shares in the capital of the Purchaser then in issue;
(f) save for the matters and transactions contemplated in this Agreement, there are no ( and there will be none up to and on the Completion Date) outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase, subscription, issue and allotment or acquisition from the Purchaser of any of its capital shares. Except for the existing memorandum and articles of association of the Purchaser as at the date hereof it has hereof, the existing shareholder's agreement dated 3rd January 2000 between Hu Qing Shan, Hx Xxxx, Gxxx Xxx and Hxxxx Xxxx Feng as Party A, Illumination International Limited as Party B, Twin Tiger Limited as Party C, Shenzhen Genius Information Technologies Limited as Party D, GTI as Party E and Shenzhen Ju Lie Information Consulting Limited as Party F respectively and the matters and transactions contemplated in this Agreement, the Purchaser and/or any existing shareholder of the Purchaser is not a party or subject to any agreement or understanding which affects or relates to the voting or giving of written consents with respect to any shares of the Purchaser or by a director of the Purchaser (and will not be a party or subject to any of the aforesaid up to and on the Completion Date). Except the matters and transactions contemplated in this Agreement, there is no intention other agreement or understanding (and there will be none up to make and on the Completion) between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any shares of the Purchaser or by a claim under director of the Warranties Purchaser;
(g) the particulars of the Purchaser contained in respect of matters which have not been disclosed Schedule 5 are true and accurate in all respects;
(h) all returns particulars resolutions and other documents required to be filed with the Disclosure Letter and which are actually known relevant authorities in Hong Kong by the Purchaser have been duly filed and where such matters are actually known by the Purchaser to constitute a breach has complied with all legal requirements in connection with its formation and with all issues of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregarded.its shares;
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc)
Purchaser’s Warranties. 8.1 The Purchaser hereby warrants to the Vendor as follows—Ergon that:
(a) it each Purchasing Company is a corporation duly organised, validly existing and in good standing and that the Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and the Purchaser and each other Purchasing Company have the corporate power and authority to enter into and perform any other agreement agreements to be entered into pursuant to in the terms of this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")Agreement;
(b) it has duly authorised, executed and delivered this Agreement;
(c) the execution, delivery and performance of this Agreement constitutes by it and/or the execution, delivery and performance of the Purchaser Transaction Documents willand Ancillary Agreements by each other member of the Purchaser's Group who is a party to such agreement does not and will not:
(i) contravene the relevant company's memorandum and articles of association or any order or judgement that applies to or binds it or any of its assets;
(ii) require the consent of all or any of the relevant company's or the Purchaser's shareholders; or
(iii) result in a material breach of, when executedor constitute a material default under, constitute any instrument to which the relevant company is a party or by which it is bound;
(d) this Agreement is a legal, valid and binding obligation on it, enforceable against it in accordance with its terms, and each other agreement or document contemplated hereby to be executed and delivered by the Purchasing Companies will on the Completion Date be duly and validly authorised and executed by the Purchasing Companies and be legal, valid and binding obligations of the Purchaser Purchasing Companies, enforceable against them in accordance with their respective terms;
(ce) it has obtained all necessary shareholder and board approvals in respect of this Agreement and no consent, action, approval or authorisation or registration, declaration or filing with any governmental department, commission, agency or other organisation having jurisdiction over the Purchaser Documents;
(dother than a Relevant Competition Authority) is required to be obtained or made by the Purchaser to authorise the execution and delivery of, and by the Purchaser of this Agreement or the performance by the Purchaser of its terms or by any other Purchasing Company to authorise the execution and delivery by it of any other agreement Back to Contents or document to be executed and delivered pursuant to this Agreement or the performance by such Purchasing Company of its terms;
(f) there are no:
(i) outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting any member of the Purchaser's Group;
(ii) lawsuits, actions or proceedings pending or, to the knowledge of the Purchaser, threatened against or affecting any member of the Purchaser's Group;
(iii) investigations by any governmental or regulatory body which are pending or threatened against any member of the Purchaser's Group; and which, in each case, have or could have an adverse effect on the ability of the Purchaser to execute and deliver, or perform its obligations under, this Agreement and and/or on the ability of the Purchaser Documents will not—
(i) be or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach ofrelevant Purchasing Company to execute and deliver, or constitute a default perform its obligations under, any instrument other documents which are to which it is a party be executed by the Purchaser or by which it is bound and which is material in the context of the transactions contemplated by any relevant Purchasing Company pursuant to this Agreement;
(iiig) be or 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 the Purchaser has (and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement;
(erelevant time will have) it has immediately available on an unconditional basis the necessary cash resources committed bank finance (subject only to Completion and to usual ordinary course banking covenants) to meet its obligations under this Agreement and any other documents which are to be executed by the Purchaser Documentsor any relevant Purchasing Company and which are to be delivered at Completion; and
(fh) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by immediately following Completion the Purchaser and where such matters are actually known by will have the Purchaser to constitute a breach of Warranty. For corporate authorisation from the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member relevant members of the Purchaser's Group shall to grant the licences contemplated to be disregardedgranted by it in the IP Licence.
Appears in 1 contract
Samples: Master Sale and Purchase Agreement (Imperial Chemical Industries PLC)
Purchaser’s Warranties. 8.1 The Purchaser warrants and undertakes (to the Vendor as follows—extent necessary) to the Sellers that, on the date of this agreement and on the Completion Date:
(a) it has the requisite power to execute and authority to enter into deliver this agreement, and perform this Agreement and any other agreement to be entered into pursuant to in this Agreement each of the Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has agreed taken all action necessary to become a party (authorise such execution and delivery and the "Purchaser Documents")performance of such obligations;
(b) this Agreement constitutes agreement constitutes, and each of the Purchaser Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with their respective its terms;
(c) it has obtained all necessary shareholder the execution and board approvals in respect delivery by the Purchaser of this Agreement agreement and of each of the Transaction Documents to which it is or will be a party and the performance of the obligations of the Purchaser Documentsunder it and each of them do not and will not materially conflict with or constitute a material default under any provision of:
(i) any agreement or instrument to which the Purchaser is a party; or
(ii) the constitutional documents of the Purchaser; or
(iii) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the Purchaser is bound;
(d) save for any authorisation or approval of any Competition Authority in connection with Condition 4.1(a), all authorisations that are necessary to enable the execution Purchaser to execute, deliver and delivery of, and the performance by it of perform its obligations under, under this Agreement agreement and each of the Purchaser Transaction Documents will not—
(i) be or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it is or will be a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not have been unconditionally and irrevocably obtained or made at the date of this Agreementobtained;
(e) it the Purchaser has immediately available on an unconditional basis entered into the necessary cash resources Financing Commitments to meet its obligations under this Agreement agreement to pay the Estimated Share Price and to procure repayment of the Purchaser DocumentsEstimated Inter-Company Payables; and
(f) as at it will not amend any of the date hereof it has no intention terms of the Financing Commitments or waive any of its rights under them or cancel the interim facilities letter referred to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter definition of Financing Commitments if (in any such case) to do so would affect materially and which are actually known by adversely (including any additional conditions to those set out in the Purchaser Financing Commitments) the Purchaser’s ability to meet its obligations under this agreement to pay the Estimated Share Price and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge procure repayment of the Purchaser shall be deemed Estimated Inter-Company Payables and it will exercise its rights to be actual knowledge of Xxxxx Xxxxxx draw-down under them to meet its obligations under this agreement to pay the Estimated Share Price and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member to procure repayment of the Purchaser's Group shall be disregardedEstimated Inter-Company Payables.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Share Capital (Liberty Global, Inc.)
Purchaser’s Warranties. 8.1 (A) The Purchaser warrants to the Vendor Sellers as follows—at the date of this Agreement that:
(ai) it the Purchaser has the requisite power and authority to enter into and perform this Agreement and any the other agreement to be entered into pursuant to documents specified in this Agreement which are to which it is or has agreed to become a party be executed by the Purchaser at Completion (the "Purchaser DocumentsPURCHASER'S COMPLETION DOCUMENTS");
(bii) this Agreement constitutes and the Purchaser Purchaser's Completion Documents will, when executedexecuted by the Purchaser, constitute binding obligations of the Purchaser in accordance with their respective terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(diii) the execution and delivery of, and the performance by it the Purchaser of its obligations under, this Agreement and the Purchaser Purchaser's Completion Documents will not—: 52 52
(ia) be or result in a breach of any provision of its memorandum the certificate of incorporation and bylaws of the Purchaser or articles of associationany applicable laws and regulations;
(iib) be or result in a breach of, or constitute a default under, any instrument to which it the Purchaser is a party or by which it the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement;
(iiic) be or so far as the Purchaser is aware, result in a breach of any order, judgment or decree of any court or court, governmental agency or regulatory authority to which it the Purchaser is a party or by which it the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; or
(ivd) save as contemplated by this Agreement, require it the Purchaser to obtain any consent or approval of of, or give any notice to or make any registration with with, any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement and is in full force and effect where failure to obtain such consent or approval, give such notice or make such registration is material in the context of the transactions contemplated by this Agreement;
(eiv) it has the Purchaser at Completion will have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to pay the Debt Free Price and meet its other obligations under this Agreement and the Purchaser Purchaser's Completion Documents; and
(fv) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the each Designated Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else)is, and consequently the actual or constructive knowledge of any other employee or officer or adviser of any will at and immediately after Completion be, a member of the Purchaser's Group shall be disregardedGroup.
(B) The Purchaser accepts that the Sellers are entering into this Agreement in reliance upon the warranties set out in sub-clause (A).
Appears in 1 contract
Samples: Business and Share Sale and Purchase Agreement (Campbell Soup Co)
Purchaser’s Warranties. 8.1 The Purchaser warrants to the Vendor as follows—Seller that:
(a) it has the requisite power to execute and authority to enter into deliver this agreement, and perform this Agreement and any each of the other agreement to be entered into pursuant to in this Agreement Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has agreed taken all action necessary to become a party (authorise such execution and delivery and the "Purchaser Documents")performance of such obligations;
(b) this Agreement constitutes agreement constitutes, and each of the Purchaser other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with their respective its terms;
(c) it has obtained all necessary shareholder the execution and board approvals in respect delivery by the Purchaser of this Agreement agreement and of each of the other Transaction Documents to which it is or will be a party and the performance of the obligations of the Purchaser Documentsunder it and each of them do not and will not conflict with or constitute a default under any provision of:
(i) any agreement or instrument to which the Purchaser is a party; or
(ii) the constitutional documents of the Purchaser; or
(iii) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the Purchaser is bound;
(d) the execution and delivery ofall authorisations from, and the performance by it of its obligations undernotices or filings with, this Agreement and the Purchaser Documents will not—
(i) be or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority that are necessary to enable the Purchaser, as the case may be to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents to which it is or third will be a party which has not have been unconditionally and irrevocably obtained or made at (as the date case may be) and are in full force and effect and all conditions of this Agreementeach such authorisation have been complied with;
(e) it the Purchaser has (and at Completion will have) immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement agreement, and each of the Purchaser Documentsother Transaction Documents to which it is or will be a party; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by is not aware of any fact, matter or circumstance that might lead to the Insurance Authority not giving its approval (i) of the Insurance Authority Application or (ii) to the Purchaser being granted the authorisations referred to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one elsein Clause 4.1(b), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregarded.
Appears in 1 contract
Samples: Sale of Business Agreement (Allied World Assurance Co Holdings, AG)
Purchaser’s Warranties. 8.1 The Purchaser warrants to RML and Newco that, as at the Vendor as follows—date of this agreement:
(a) it has is a corporation validly existing under the laws of England with the requisite power and authority to enter into and perform its obligations under this Agreement agreement and any other agreement has taken all necessary corporate action to be entered into pursuant to in authorise the execution and performance of its obligations under this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")agreement;
(b) neither the execution of this Agreement constitutes and agreement by the Purchaser Documents willnor the consummation of the transaction as contemplated by this agreement will violate, when executedconflict with or result in the breach of any term, limitation in or provision of, or constitute binding obligations a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under the terms, provisions or conditions of the constitutional documents of the Purchaser in accordance with their respective termsor violate any order, writ, claim form, injunction, decree, statute, rule or regulation applicable to the Purchaser;
(c) it has obtained right to draw down sufficient funds to satisfy in full all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;amounts required to be paid by it to RML at Completion conditional only upon Completion taking place; and
(d) the execution and delivery of, and the performance by it of its obligations under, this Agreement and the Purchaser Documents will not—
(i) be or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any no consent or approval of or give any by, notice to or make any registration with any governmental or other authority is required on the part of the Purchaser in connection with the execution of this agreement or third party which the consummation of the transactions contemplated in it.
8.2 If, following Completion, either RML or Newco become aware that there has been a breach of any of the warranties in clause 8.1 or any other term of this agreement by the Purchaser, RML or Newco (as the case may be) shall not be entitled to terminate this agreement but shall be entitled to claim damages or exercise any other right, power or remedy under this agreement or as otherwise provided by law.
8.3 RML and Newco each acknowledges that it does not rely on and has not been unconditionally induced to enter into this agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the warranties set out in clause 8.1, and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and each acknowledges that the Purchaser Documents; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where given any such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clauseother warranties, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else)representations, and consequently the actual covenants, undertakings, indemnities or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedstatements.
Appears in 1 contract
Samples: Sale Agreement (Regus PLC)
Purchaser’s Warranties. 8.1 The Purchaser represents and warrants to the Vendor as follows—Vendors that:
(a) it is a company duly incorporated and subsisting under the laws of BVI and has the requisite corporate power and, subject to the fulfillment of the conditions in Clause 4.1, has obtained all necessary approvals, authorizations and authority consents to enter into and perform its obligations under this Agreement and any has taken all necessary corporate and other agreement action to be entered authorize the entering into pursuant to in and performance of this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")Agreement;
(b) this Agreement constitutes the legal, valid and the Purchaser Documents will, when executed, constitute legally binding obligations of the Purchaser and are and will be fully enforceable against the Purchaser in accordance with their respective terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, of ,and the performance by it the Purchaser of its obligations under, under this Agreement and the Purchaser Documents will not—:
(i) be or result in a breach of any provision of its the memorandum or and articles of association;association or bye-laws of the Purchaser; or
(ii) be or result in a breach of, or constitute a default under, any instrument or agreement or contract or deed to which it the Purchaser is a party or by which it the Purchaser is bound and which is material (including any shareholder's agreement between its members in the context respect of the transactions contemplated by this Agreement;Purchaser);or
(iii) be or result in a breach of any law, rule or regulation or any order, judgment or decree of any court or governmental agency governmental, regulatory, judicial or administrative body to which it the Purchaser is a party or by which it the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; orbound;
(ivd) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this AgreementPurchaser through its wholly owned subsidiaries holds 219,999,999 shares (ie.78.57% equity interest) in GTI Financial Information Limited ("GTI");
(e) it has immediately available on an unconditional basis subject to the necessary cash resources fulfillment of the conditions in Clause 4.1, the Consideration Shares to meet its obligations under this be issued pursuant to the terms of the Agreement and have been duly authorized by the Purchaser Documents; andand will be validly issued, credited as fully-paid and unencumbered and free and clear of any security interests, claims (including pre-emptive rights and other restrictions on disposals of the Consideration Shares), liens or encumbrances and will be freely transferable and will rank PARI passu in all respects with all other issued shares in the capital of the Purchaser then in issue;
(f) save for the matters and transactions contemplated in this Agreement, there are no ( and there will be none up to and on the Completion Date) outstanding options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase, subscription, issue and allotment or acquisition from the Purchaser of any of its capital shares. Except for the existing memorandum and articles of association of the Purchaser as at the date hereof it has hereof, the existing shareholder's agreement dated 3rd January 2000 between Hu Qing Shan, Hu Ying, Gong Hui and Huang Tong Feng as Party A, Illuminxxxxx Xntxxxxxxxxal Lixxxxx xx Xarty B, Twin Tiger Limited as Party C, Shenzhen Genius Information Technologies Limited as Party D, GTI as Party E and Shenzhen Ju Lie Information Consulting Limited as Party F respectively and the matters and transactions contemplated in this Agreement, the Purchaser and/or any existing shareholder of the Purchaser is not a party or subject to any agreement or understanding which affects or relates to the voting or giving of written consents with respect to any shares of the Purchaser or by a director of the Purchaser (and will not be a party or subject to any of the aforesaid up to and on the Completion Date). Except the matters and transactions contemplated in this Agreement, there is no intention other agreement or understanding (and there will be none up to make and on the Completion) between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any shares of the Purchaser or by a claim under director of the Warranties Purchaser;
(g) the particulars of the Purchaser contained in respect of matters which have not been disclosed Schedule 5 are true and accurate in all respects;
(h) all returns particulars resolutions and other documents required to be filed with the Disclosure Letter and which are actually known relevant authorities in Hong Kong by the Purchaser have been duly filed and where such matters are actually known by the Purchaser to constitute a breach has complied with all legal requirements in connection with its formation and with all issues of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregarded.its shares;
Appears in 1 contract
Samples: Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc)
Purchaser’s Warranties. 8.1 The Purchaser warrants to the Vendor as follows—Seller that:
(a) it has the requisite power to execute and authority to enter into deliver this agreement, and perform this Agreement and any each of the other agreement to be entered into pursuant to in this Agreement Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has agreed taken all action necessary to become a party (authorise such execution and delivery and the "Purchaser Documents")performance of such obligations;
(b) this Agreement constitutes agreement constitutes, and each of the Purchaser other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with their respective its terms;
(c) it has obtained all necessary shareholder the execution and board approvals in respect delivery by the Purchaser of this Agreement agreement and of each of the other Transaction Documents to which it is or will be a party and the performance of the obligations of the Purchaser Documentsunder it and each of them do not and will not conflict with or constitute a default under any provision of:
(i) any agreement or instrument to which the Purchaser is a party; or
(ii) the constitutional documents of the Purchaser; or
(iii) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which the Purchaser is bound;
(d) the execution and delivery ofall authorisations from, and the performance by it of its obligations undernotices or filings with, this Agreement and the Purchaser Documents will not—
(i) be or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority that are necessary to enable the Purchaser, as the case may be to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents to which it is or third will be a party which has not have been unconditionally and irrevocably obtained or made at (as the date case may be) and are in full force and effect and all conditions of this Agreementeach such authorisation have been complied with;
(e) it the Purchaser has (and at Completion will have) immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement agreement, and each of the Purchaser Documentsother Transaction Documents to which it is or will be a party; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by is not aware of any fact, matter or circumstance that might lead to the MAS not giving its approval for the transfer to the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx Scheme Assets and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedLiabilities.
Appears in 1 contract
Samples: Sale of Business Agreement (Allied World Assurance Co Holdings, AG)
Purchaser’s Warranties. 8.1 The Purchaser hereby warrants to ICI (for itself and as trustee for each other member of the Vendor as follows—ICI Group) that:
(a) it each Purchasing Company is a duly organised and validly existing corporation and that the Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and the Purchaser and each other Purchasing Company have the corporate power and authority to enter into and perform any other agreement agreements to be entered into pursuant to in the terms of this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")Agreement;
(b) it has duly authorised, executed and delivered this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective termsAgreement;
(c) it has obtained all necessary shareholder the execution, delivery and board approvals in respect performance of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, and the performance by it of its obligations under, this Agreement does not and the Purchaser Documents will not—:
(i) be contravene its memorandum and articles of association or result in a breach of any provision order or judgement that applies to or binds it or any of its memorandum or articles of association;assets; Back to Contents
(ii) be require the consent of all or any of its shareholders; or
(iii) result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound bound;
(d) this Agreement is a legal, valid and which is material binding obligation on it, enforceable against it in accordance with its terms, and each other agreement or document contemplated hereby to be executed and delivered by the context Purchasing Companies will on the relevant Completion Date be duly and validly executed by the Purchasing Companies and be legal, valid and binding obligations of the transactions Purchasing Companies, enforceable against them in accordance with their respective terms;
(e) save as expressly contemplated by the Transaction Documents, no consent, action, approval or authorisation or registration, declaration or filing with any governmental department, commission, agency or other organisation having jurisdiction over the Purchaser is required to be obtained or made by the Purchaser to authorise the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of its terms or by any other Purchasing Company to authorise the execution and delivery by it of any other agreement or document to be executed and delivered pursuant to this Agreement or the performance by such Purchasing Company of its terms;
(f) there are no:
(i) outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting any member of the Purchaser's Group;
(ii) lawsuits, actions or proceedings pending or, to the knowledge of the Purchaser, threatened against or affecting any member of the Purchaser's Group; or
(iii) investigations by any governmental or regulatory body which are pending or threatened against any member of the Purchaser's Group, so far as the Purchaser is aware; and which, in each case, have an adverse effect on the ability of the Purchaser to execute and deliver, or perform its obligations under, this Agreement and/or on the ability of the Purchaser or any relevant Purchasing Company to execute and deliver, or perform its obligations under, any other documents which are to be executed by the Purchaser or any relevant Purchasing Company pursuant to this Agreement;
(iiig) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made Purchaser will at the date of this Agreement;
(e) it has relevant time have immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement and any other documents which are to be executed by the Purchaser Documentsor any relevant Purchasing Company and which are to be delivered at Completion; and
(fh) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known information provided by the Purchaser and where such matters are actually known by in relation to the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member sales of the Purchaser's Group shall be disregardedwithin each jurisdiction within which the Purchaser's Group carries on business, which has been provided by the Purchaser in good faith for the purpose of allowing the ICI to make a reasonable assessment of its obligations with respect to the notification of any Relevant Competition Back to Contents Authority of the proposed purchase of the Business, the Business Assets and the Shares, is so far as the Purchaser is aware in all material respects a true assessment of the position of the Business at the dates specified therein.
Appears in 1 contract
Samples: Master Sale and Purchase Agreement (Imperial Chemical Industries PLC)
Purchaser’s Warranties. 8.1 The Purchaser represents and warrants the following to the Vendor as follows—Seller:
(a) it The Purchaser has the requisite full power and authority authority, corporate and otherwise, (i) to enter into and perform this the Agreement and any each other agreement to be entered into pursuant agreement, instrument or document referred to in this the Agreement to which it the Purchaser is or has agreed to become a party or which the Purchaser is otherwise required to execute at or prior to the Closing pursuant to the Agreement (collectively the "Purchaser “Closing Documents"”);, (ii) to perform its respective obligations under the Closing Documents and (iii) to consummate the transactions contemplated by the Closing Documents.
(b) this Agreement constitutes The execution by the Purchaser of the Closing Documents, the performance by the Purchaser of its respective obligations thereunder and the consummation by Purchaser of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser.
(c) The Purchaser has duly executed the Agreement, and the Agreement constitutes, and each of the other Closing Documents willwill upon execution thereof constitute, when executedthe valid and legally binding agreement of the Purchaser, constitute binding obligations of enforceable against the Purchaser in accordance with their respective its terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;.
(d) The execution of the execution and delivery of, and the performance Agreement by it of its obligations under, this Agreement and the Purchaser Documents will not—
(i) be does not violate, conflict with or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any instrument Encumbrance upon any of the properties or assets of the Purchaser under any of the terms, conditions or provisions of (i) the Articles of Association or similar documents governing the Purchaser, (ii) any statute, law, ordinance, rule, regulation, judgement, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Purchaser or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which it the Purchaser is now a party or by which it the Purchaser may be bound.
(e) No declaration, filing or registration with, notice to, authorisation or consent or approval of, any court, governmental or regulatory body or authority or any other person is bound and which is material necessary in connection with (i) the context execution of any Closing Document by the Purchaser or (ii) the consummation by the Purchaser of any of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documents; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedthereby.
Appears in 1 contract
Purchaser’s Warranties. 8.1 15.1 The Purchaser hereby warrants to the Vendor Seller as at the date of this Agreement and as at the Completion Date as follows—:
(a) it the Purchaser has the requisite power full power, authority and authority capacity to enter into and perform this Agreement and any other agreement to be entered into pursuant to in this Agreement its obligations under each of the Transaction Documents to which it the Purchaser is or has agreed to become a party (and each of the "Purchaser Documents");
(b) this Agreement Transaction Documents constitutes and the Purchaser Documents or will, when executed, constitute legal, valid and binding obligations of on the Purchaser Purchaser, enforceable in accordance with their respective terms, subject to any principles of equity or insolvency law;
(b) the Purchaser has all requisite corporate powers and authority to own its assets and to conduct the business being carried on by it;
(c) it the Purchaser has obtained all necessary shareholder corporate authorisations and board approvals in respect of (other than to the extent relevant to the Conditions) all other governmental, statutory, regulatory or other consents, licences or authorisations required to empower it to enter into and perform its obligations under this Agreement and the Purchaser DocumentsAgreement;
(d) the execution entry into and delivery of, and the performance by it the Purchaser of its obligations under, this Agreement and the Purchaser any other Transaction Documents to which it is a party will not—
not (i) be or result in a breach of any provision of its memorandum or the articles of association;
incorporation or equivalent constitutional documents of the Purchaser, (ii) be or result in a any breach of, or constitute a default (or event which, with the giving of notice or the lapse of time, would constitute a default) under, or give any person any rights of termination under, any instrument Contract to which it the Purchaser is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
or its properties are bound, or (iii) be or (subject to fulfilment of the Conditions) result in a breach of any orderApplicable Laws or any Order applicable to the Purchaser, judgment or decree of any court or governmental agency to which it is a party or by which it is bound and which is material except, in the context case of clause (ii), as would not reasonably be expected to materially impair or prevent the ability of the Purchaser to consummate the transactions contemplated by this Agreement; orthe Transaction Documents;
(ive) require it the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation. The Purchaser has full power under its articles of incorporation or equivalent constitutional documents to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made conduct its business as conducted at the date of this Agreement;
(ef) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documents; andhas only relied on the warranties contained in Clause 8 and Schedule 3 and not on any other warranty, statement or information given, made or provided by the Seller or any of its Affiliates;
(fg) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's ’s Group (i) has not had any interactions with any Governmental Authority in Korea in relation to any unsuccessful acquisition or licence application and (ii) is not the subject of any investigation or enquiry by a Governmental Authority which is in progress or threatened or pending which has or could reasonably be expected to have a material adverse effect on the Purchaser’s ability to execute, deliver and perform its obligations under any Transaction Document;
(h) the Purchaser has informed the Seller of all interactions between the Purchaser and any Governmental Authority in connection with the transactions contemplated under the Transaction Documents prior to the date of this Agreement and has disclosed to the Seller all information communicated by any Governmental Authority to the Purchaser, including (without limitation) with respect to anything which will or may prevent or delay any Condition from being satisfied on or prior to the Long Stop Date, and there are no events or circumstances relevant to the Purchaser or its business which are likely to prevent or delay any Condition from being satisfied on or prior to the Long Stop Date;
(i) the Purchaser has as of the date hereof sufficient financial resources to, and there will be cash available to the Purchaser’s Group at Completion sufficient to, enable the Purchaser to fulfil its obligation to pay the Consideration and any other amount payable under this Agreement on the due date (together, the “Purchaser Sufficient Resources”);
(j) there are no events or circumstances of which the Purchaser is aware as to why there should not continue to be Purchaser Sufficient Resources until Completion; and
(k) no order has been made, petition presented or meeting convened for the purpose of considering a resolution for the winding up or dissolution of the Purchaser. No petition has been presented for an administration order to be made in relation to the Purchaser, and no liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager, provisional supervisor or other similar officer has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of the Purchaser. No events or circumstances analogous to any of those referred to in this paragraph have occurred in any jurisdiction.
15.2 The Purchaser shall be disregardedindemnify, defend and hold harmless the Seller and any of its Affiliates, and their respective shareholders, directors, officers, employees, agents, and advisors from and against any and all Losses incurred thereby arising out of or resulting from: (i) any inaccuracy or breach of any of the Purchaser’s Warranties (any Claim based on such inaccuracy or breach, a “Purchaser Warranty Claim”, and together with a Seller Warranty Claim, each a “Warranty Claim”), and (ii) any breach of, or failure to perform, any of its covenants, agreements or other obligations contained in this Agreement, subject to the limitations and other provisions set out in Schedule 4.
Appears in 1 contract
Samples: Share Purchase Agreement (Prudential Financial Inc)
Purchaser’s Warranties. 8.1 10.1 The Purchaser hereby warrants to the Vendor Seller as at the date of this Agreement and as at the Completion Date, as follows—:
(a) it the Purchaser has the requisite power power, authority and authority capacity to enter into and perform this Agreement and any other agreement to be entered into pursuant to in this Agreement its obligations under the Transaction Document to which it is or has agreed to become a party (and the "Purchaser Documents")Transaction Document constitute or will, when executed and delivered, constitute legal, valid and binding obligations on the Purchaser, enforceable in accordance with its terms, subject to any principles of equity or insolvency law;
(b) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding has obtained all corporate authorisations required to empower it to enter into and perform its obligations of under the Purchaser in accordance with their respective termsTransaction Documents;
(c) it has obtained all necessary shareholder entry into and board approvals in respect of this Agreement and performance by the Purchaser Documents;
(d) of the execution and delivery of, and the performance by Transaction Documents to which it of its obligations under, this Agreement and the Purchaser Documents is a party will not—
not (i) be breach any provision of the memorandum and articles of association, by-laws or equivalent constitutional documents, of the Purchaser, (ii) give rise to a default under, any contract or other instrument to which the Purchaser is a party that would materially impair the ability of the Purchaser to consummate any of the transactions contemplated hereby, or (iii) (subject to fulfilment of the Conditions) result in a breach of any provision Applicable Laws in the jurisdiction of its memorandum incorporation of the Purchaser or articles of associationany order, decree or judgment of any court or any Governmental Authority that would materially impair the ability of the Purchaser to consummate any of the transactions contemplated thereby;
(iid) be other than to the extent relevant to the Joint Conditions, no consent, approval or result in a breach authorization of, or constitute a default underdeclaration or filing with, or notice to, any instrument Governmental Authority is required by or with respect to which it any Purchaser Party in connection with the execution and delivery of the Transaction Documents by the Purchaser Parties, or the consummation by the Purchaser Parties of the transactions contemplated thereby;
(e) the Purchaser is a party or validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation; and
(f) the Purchaser is, and immediately prior to the Completion Date will be, the beneficial record holder of the Transferred Zohar Notes to be transferred by which it is bound the Purchaser hereunder with full dispositive power thereover, and which is material holds, and will hold, such Notes free and clear of all Encumbrances (except any that arise pursuant to this Agreement), and upon delivery of such Notes, assuming that the Seller has no notice of any adverse claims (within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the context State of New York from time to time (the “UCC”)) to such Transferred Zohar Notes, the Seller will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Transferred Zohar Notes, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Seller.
10.2 There is no Action pending or, to the knowledge of Purchaser, threatened against or affecting the Purchaser or any Affiliate of the Purchaser that (a) seeks to restrain or enjoin the consummation of any of the transactions contemplated by this Agreement or (b) would reasonably be expected to impair the ability of Purchaser to consummate any of the transactions contemplated by this Agreement;.
(iii) be or result in a breach 10.3 No member of the Purchaser’s Group is the subject of any ordergovernmental, judgment regulatory or decree of any court official investigation or governmental agency to which it is a party or by which it is bound and enquiry which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent progress or approval of threatened or give any notice to or make any registration with any governmental or other authority or third party pending which has not been unconditionally or would reasonably be expected to have a material adverse effect on the Purchaser’s ability to execute, deliver and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available on an unconditional basis the necessary cash resources to meet perform its obligations under this Agreement and the Purchaser Documents; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedAgreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Mbia Inc)
Purchaser’s Warranties. 8.1 11.1 Purchaser general warranties
11.1.1 The Purchaser warrants and undertakes to the Vendor Seller, for the benefit of the Seller and each other member of the Seller’s Group, that as follows—at the Signature Date (in relation to Light Sabre) and as at the Completion Date (in relation to Ctrack Holdings):
(a) it the Purchaser has the requisite right, power and authority authority, and has taken all action necessary, and obtained all consents, permissions and approvals which are necessary for it to enter into execute, deliver and exercise its rights and perform this Agreement and any other agreement to be entered into pursuant to in this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")its obligations under each Acquisition Document;
(b) this Agreement constitutes and the Purchaser Documents will, when executed, Purchaser’s obligations under each Acquisition Document constitute binding obligations of the Purchaser enforceable in accordance with their respective terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, and the performance by it the Purchaser of its obligations under, this Agreement and each of the Purchaser Acquisition Documents will not—:
(i) be contravene or conflict with, or result in a breach of of, any provision of its memorandum or articles of association;
(ii) be association or result in a breach of, by-laws or constitute a default under, equivalent constitutional documents or any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreementbound;
(iiiii) be contravene or conflict with, or result in a breach of of, any order, judgment or decree of any court Relevant Authority; or
(iii) result in a violation or governmental agency breach of any Applicable Law, rule or regulation of any Relevant Authority;
(d) there are no:
(i) outstanding or unsatisfied orders, decrees, decisions, judgments or arbitral awards of any Relevant Authority against, or affecting, the Purchaser;
(ii) civil, criminal or administrative actions or proceedings or other dispute resolution processes in existence or, to which it is a party or by which it is bound and which is material in the context knowledge of the transactions contemplated Purchaser, pending or threatened against or affecting the Purchaser;
(iii) investigations by this Agreementany Relevant Authority which are, or have been, in existence, or, to the knowledge of the Purchaser, pending or threatened against the Purchaser at any time during the last 12 months; or
(iv) require orders made or petitions presented or resolutions passed for the winding up of the Purchaser or for an administration order in respect of the Purchaser or for the appointment of a liquidator or provisional liquidator to the Purchaser and no meeting has been convened to consider a resolution for any of the foregoing, which, in any case, have, or could have, an adverse effect on the ability of the Purchaser to execute and deliver, and/or perform its obligations under, each of the Acquisition Documents or which could materially adversely impact any member of the Seller’s Group; and
(e) save as otherwise contemplated in this Agreement, it to obtain is entering into each of the Acquisition Documents on its own behalf and not on behalf of any consent or approval other person.
11.1.2 The Purchaser further warrants that, in respect of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made Ctrack Holdings, as at the date Completion Date:
(a) it has immediately available the necessary cash resources and available debt financing to meet its obligations under each Acquisition Document;
(b) as at the Completion Date, neither it nor any member of the Purchaser’s Group is aware of any matter, event or circumstance which would, or may, constitute a breach of any of the Warranties, the Tax Warranties, the Tax Covenant or otherwise give rise to any liability on the part of the Seller under any Acquisition Document, in which regard, the Purchaser and any member of the Purchaser’s Group shall be deemed:
(i) only to be aware of, and have knowledge of, the matters, events and circumstances actually known (having reviewed the Due Diligence Reports) by any person listed in schedule 7, at the Signature Date whose knowledge shall be deemed to be limited to the matters covered by this Agreementclause 11, and it shall not be obliged to make enquiry of any other person; and
(ii) not to have any other actual, imputed or constructive knowledge, whether of such individuals or generally.
(c) it is a United Kingdom tax resident;
(d) its sole director is a United Kingdom tax resident;
(e) its company secretary is a United Kingdom tax resident;
(f) all of its board meetings are held in the United Kingdom;
(g) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documentsis not a South African tax resident; and
(fh) as at the date hereof it has no intention to make a claim under the Warranties Ctrack Holdings is not effectively managed in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For South Africa for the purposes of this clause, knowledge South African tax law and it is not a controlled foreign company as defined in section 9D(1) of the South African Income Tax Act No. 58 of 1962 (as amended) for South African tax law.
11.2 Rights against parties
11.2.1 The Purchaser shall be deemed to be actual knowledge covenants with the Seller that (in the absence of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited fraud by the person(s) on whom it has relied) the Purchaser:
(and a) has no one else)rights against; and
(b) may not make any claim against, and consequently the actual or constructive knowledge of any other officer, employee or officer agent of, or adviser of to any member of the Purchaser's Seller’s Group shall be disregardedon whom it may have relied before agreeing to any term of, or entering into, any Acquisition Document.
11.2.2 Each officer, employee or agent of, or adviser to, each member of the Seller’s Group may enforce the provisions of clause 11.
2.1 subject to and in accordance with:
(a) the provisions of the Third Parties Act; and
(b) the provisions of clause 27.2.
Appears in 1 contract
Purchaser’s Warranties. 8.1 10.1 The Purchaser warrants to the Vendor as follows—Seller at the date of this agreement that:
(a) it is a limited liability company validly existing under the laws of The Netherlands and has the requisite power and authority to enter into and perform this Agreement and any other agreement to be entered into pursuant to been in this Agreement to which it is or has agreed to become a party (the "Purchaser Documents")continuous existence since its incorporation;
(b) it has the power to execute and deliver this Agreement constitutes agreement and each of the other Transaction Documents and to perform its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the Purchaser performance of such obligations;
(c) this agreement constitutes, and each of the other Transaction Documents willwill when executed constitute, when executedlegal, constitute valid and binding obligations of the Purchaser in accordance with its and their respective terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, by the Purchaser of this agreement and of each of the other Transaction Documents and the performance by it of its the obligations under, this Agreement and of the Purchaser Documents under it and each of them do not and will not—not conflict with or constitute a default under any provision of:
(i) be any agreement or result instrument to which the Purchaser is a party and which is material in a breach the context of any provision of its memorandum or articles of association;the transactions contemplated by this agreement; or
(ii) be the constitutional documents of the Purchaser; or
(iii) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or result in a breach of, regulation or constitute a default under, any instrument to which it is a party other restriction of any kind or character by which it the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreementagreement;
(iiie) be all authorisations from, and notices or result in a breach of any orderfilings with, judgment or decree of any court or governmental agency to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not that are necessary to enable the Purchaser to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents have been unconditionally and irrevocably obtained or made at (as the date case may be) and are in full force and effect and all conditions of this Agreement;each such authorisation have been complied with; and
(ef) it the Purchaser has (and at Completion will have) immediately available on an unconditional basis (subject only to Completion) the necessary cash resources funds to meet in full its obligations under this Agreement agreement, and each of the other Transaction Documents.
10.2 If and to the extent any of the above warranties is incorrect and/or incomplete the Seller shall be entitled to claim monetary damages (Wertersatz) from the Purchaser Documents; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter amount which is necessary to put the Seller in the position in which the Seller would have been had the guarantee been correct and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited complete (and no one elsepositives Interesse), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregarded.
Appears in 1 contract
Samples: Agreement for the Sale of the Share Capital (Laureate Education, Inc.)
Purchaser’s Warranties. 8.1 The Purchaser represents and warrants to Seller that, except as otherwise provided in his Agreement, each of the Vendor as follows—statements set out in this Part 2 is true and accurate in all respects at the date of this Agreement and will also be true and accurate in all respects at Completion.
(a) it is a corporation validly existing under the laws of England and has been in continuousexistence since its incorporation;
(b) it has the requisite power and necessary corporate authority to enter into execute and perform deliver this Agreement and any other agreement to be entered into pursuant to in this Agreement each of the Completion Documents to which it is or will be a party, and to perform its obligations under each of them and has agreed taken all action necessary to become a party (authorise such execution and delivery and the "Purchaser Documents")performance of such obligations;
(bc) this Agreement constitutes constitutes, and each of the Purchaser other Completion Documents to which it is or will be a party will, when executed, constitute constitute, legal, valid and binding obligations of the Purchaser in accordance with their respective its terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution and delivery of, by Purchaser of this Agreement and of each of the other Completion Documents to which it is or will be a party and the performance by of the obligations of Purchaser under it and each of its obligations under, this Agreement them do not and the Purchaser Documents will not—
(i) be or result in a breach of any provision of its memorandum or articles of association;
(ii) be or result in a breach of, not conflict with or constitute a default under, under any provision of: (a) any agreement or instrument to which it Purchaser is a party party; (b) the constitutional documents of Purchaser; or (c) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which it Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreementbound;
(e) save as otherwise provided in Clause 3 (Conditions), all third party consents and any other Approvals, notices and filings that are necessary to enable Purchaser to execute, deliver and perform its obligations under this Agreement, and each of the other Completion Documents 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;
(f) to Purchaser's knowledge, no event has immediately available on an unconditional basis the necessary cash resources to meet occurred which would adversely affect or prevent Purchaser from performing its obligations under this Agreement and each of the Purchaser other Completion Documents; and
(fg) Purchaser is acquiring the Transferred Interests as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have principal and not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of as agent for any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedthird party.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Interests (Ivanhoe Energy Inc)
Purchaser’s Warranties. 8.1 8.1. The Purchaser represents and warrants to the Vendor that, as follows—at the date of this Agreement and at all times up to Completion:
(a) it is duly incorporated and validly existing under the laws of BVI and has the requisite full capacity, power and authority to enter into and perform this Agreement the Transaction Documents to which it is a party and any other agreement to be entered into pursuant to in this Agreement the transactions and obligations hereunder and thereunder;
(b) the Transaction Documents to which it is or has agreed to become will be a party constitute (the "Purchaser Documents");
(b) this Agreement constitutes and the Purchaser Documents will, or shall constitute when executed) valid, constitute legal and binding obligations of the Purchaser enforceable in accordance with their respective termsthe terms thereof;
(c) it has obtained all necessary shareholder the execution, delivery and board approvals in respect performance of this Agreement and each of the Transaction Documents to which the Purchaser Documents;
(d) the execution is or will be a party do not and delivery of, and the performance by it of its obligations under, this Agreement and the Purchaser Documents will not—
(i) be or result in a breach of not violate any provision of its memorandum any charge, mortgage, agreement or articles of association;
(ii) be other undertaking or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material binding upon it or any of its assets, and does not and will not result in the context creation or imposition of any Encumbrance on any of its assets pursuant to the provisions of any such charge, mortgage, agreement or other undertaking or instrument;
(d) the execution, delivery and performance of each of the Transaction Documents and the consummation of the transactions contemplated by this Agreement;
(iii) be or hereunder and thereunder will not result in a any breach of any constitutional document of the Purchaser or by which its property or assets may be bound or affected or violate any law or any rule or regulation of any administrative agency or governmental body or any order, judgment writ, injunction or decree of any court administrative agency or governmental agency body to which the Purchaser is subject;
(e) as at the date of this Agreement and at Completion, no litigation, arbitration, administrative or criminal or other proceeding, dispute or judgment against the Purchaser or to which the Purchaser is a party which might by itself or together materially and adversely affect the Purchaser’s ability to observe or perform its obligations under any of the Transaction Documents to which it is a party or by which it is bound and which is material in the context consummation of the transactions contemplated by this Agreement; hereunder and thereunder, is subsisting or
(iv) require it to obtain any consent , so far as the Purchaser is aware, pending or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at threatened against the date of this AgreementPurchaser;
(ef) it no step has immediately available on an unconditional basis the necessary cash resources been taken in relation to meet its obligations under this Agreement and the Purchaser Documentsand no legal proceedings have been initiated or threatened against the Purchaser for its insolvency, winding up, liquidation or administration for the appointment of a liquidator, receiver, administrator, administrative receiver or similar officer over all or any of its assets; and
(fg) as at the date hereof it has no intention to make a claim under source of the Warranties Consideration and its application for the transactions contemplated hereunder are not in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual applicable laws or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedregulations.
Appears in 1 contract
Samples: Sale and Purchase Agreement
Purchaser’s Warranties. 8.1 18.1 The Purchaser Purchaser, on behalf of itself and the Relevant Purchasers, warrants to the Vendor Relevant Sellers as follows—at the date of this Agreement that:
(ai) it each of the Relevant Purchasers has the requisite power and authority to enter into and perform this Agreement and any other agreement documents (including, without limitation, the M-real Vendor Loan Note and the Vendor Loans) which are to be entered into pursuant to in this Agreement to which it is or has agreed to become they are a party (the "Purchaser “Purchasers’ Completion Documents"”);.
(bii) this Agreement constitutes and the Purchaser Purchasers’ Completion Documents will, when executedexecuted by the Relevant Purchasers, constitute binding obligations of the Purchaser Relevant Purchasers in accordance with their the respective terms;terms of each such document.
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(diii) the execution and delivery of, and the performance by it each of its the Relevant Purchasers of their respective obligations under, under this Agreement and the Purchaser Purchasers’ Completion Documents to which each is respectively a party will not—:
(ia) be or result in a breach of any provision of its the memorandum or articles of associationassociation or equivalent constitutional documents of the Relevant Purchasers;
(iib) be or result in a breach of, or constitute a default under, any instrument to which it is the Relevant Purchasers are a party or by which it is the Relevant Purchasers are bound and which is material in the context of the transactions contemplated by this Agreement;
(iiic) be or so far as the Relevant Purchasers are aware, result in a breach of any existing order, judgment or decree of any court or governmental agency to which it is the Relevant Purchasers are a party or by which it is the Relevant Purchasers are bound and which is material in the context of the transactions contemplated by this Agreement; or
(ivd) save as contemplated by this Agreement, require it the Relevant Purchasers to obtain any consent or approval of of, or give any notice to or make any registration with with, any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documentsis in full force and effect; and
(fiv) save as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser a letter to constitute a breach M-real of Warranty. For the purposes of this clauseeven date herewith, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's ’s Group is engaged in any legal or arbitration proceedings which may have or have had during the preceding 12 months a significant effect on the financial or trading position of the Purchaser’s Group and no such legal or arbitration proceedings are threatened or pending nor to the best of the knowledge, information and belief of the Purchaser (having made all reasonable enquires), are there any circumstances which may give rise to any such legal or arbitration proceedings.
18.2 If after the signing of this Agreement and before Completion (as appropriate):
(i) any Relevant Purchaser shall become aware that any of the warranties set out in clause 18.1 above was untrue or inaccurate as of the signing of this Agreement; or
(ii) any event shall occur or matter shall arise of which any Relevant Purchaser becomes aware which would result in any of the warranties set out in clause 18.1 above being untrue or inaccurate at Completion had the warranties set out in clause 18.1 above been repeated on Completion, the Relevant Purchasers shall notify the Relevant Sellers in writing as soon as practicable and in any event prior to Completion setting out full details of the matter and the Relevant Purchasers shall make any investigation concerning the event or matter and take such action, at their own cost, as the Relevant Sellers may reasonably require.
18.3 Any notification pursuant to clause 18.2 above shall not operate as a disclosure pursuant to paragraph 10 of Schedule 5 and the warranties set out in clause 18.1 above shall not be disregardedsubject to such notification.
18.4 The Relevant Purchasers further warrant to the Relevant Sellers that the warranties set out in clauses 18.1(i) to 18.1(iii) (but not, for the avoidance of doubt, clause 18.1(iv)) above will be true and accurate at Completion as if they had been repeated at Completion.
Appears in 1 contract
Samples: Master Business and Share Sale and Purchase Agreement (Sappi LTD)
Purchaser’s Warranties. 8.1 The Purchaser (on behalf of itself and each Purchasing Company) hereby warrants to the Vendor as follows—ICI (for itself and on behalf of each Seller) that:
(a) it each Purchasing Company is duly incorporated, duly organised and validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;
(b) the Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and any other agreement to be entered into pursuant to in this Agreement to which it is or has agreed to become a party (the "Purchaser Documents");
(b) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of and each other Purchasing Company have the Purchaser in accordance with their respective termscorporate power and authority to enter into and perform the Transaction Documents;
(c) it has obtained all necessary shareholder duly authorised, executed and board approvals in respect of delivered this Agreement and the Purchaser and each other Purchasing Company will at the Completion Date (or, if applicable, the Delayed Completion Date) have authorised, executed and delivered each of the Transaction Documents;
(d) the execution execution, delivery and delivery ofperformance of this Agreement by it does not and will not, and the execution, delivery and performance of any Transaction Document by it of its obligations under, this Agreement and the Purchaser Documents or any other Purchasing Company at the Completion Date (or, if applicable, the Delayed Completion Date) will not—:
(i) be contravene or result in a breach of conflict with any provision of its memorandum or and articles of association, certificate of incorporation, by-laws, or equivalent constitutional documents in each relevant jurisdiction;
(ii) be require the consent of all or any of its shareholders;
(iii) so far as the Purchaser is aware, result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this Agreement;
(iii) be or 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 and which is material in the context of the transactions contemplated by this Agreementbound; or
(iv) require so far as the Purchaser is aware, result in a violation or breach of any applicable laws or regulations or of any order, decree or judgement of any court or any governmental or regulatory authority in any jurisdiction;
(e) the Transaction Documents constitute legal, valid and binding obligations on it, enforceable against it in accordance with their terms, and each other agreement or document contemplated hereby to obtain any consent be executed and delivered by the Purchaser or each other Purchasing Company will on the Completion Date (or, if applicable, on the Delayed Completion Date) be duly and validly executed by the Purchaser or each other Purchasing Company and constitute legal, valid and binding obligations of the Purchaser and each other Purchasing Company, enforceable against it in accordance with their respective terms;
(f) save as expressly contemplated by the Transaction Documents, no consent, action, approval of or give any notice to authorisation or make any registration registration, declaration or filing with any governmental department, commission, agency or other authority or third party which has not been unconditionally and irrevocably organisation having jurisdiction over the Purchaser is required to be obtained or made at by the date Purchaser to authorise the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of its terms or by the Purchaser or any other Purchasing Company to authorise the execution and delivery by it of any other agreement or document to be executed and delivered pursuant to this Agreement or the performance by the Purchaser and each other Purchasing Company of its terms;
(g) so far as the Purchaser is aware, there are no:
(i) outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting any member of the Purchaser’s Group;
(ii) lawsuits, actions or proceedings pending or, to the knowledge of the Purchaser, threatened against or affecting any member of the Purchaser’s Group; or
(iii) investigations by any governmental or regulatory body which are pending or threatened against any member of the Purchaser’s Group, so far as the Purchaser is aware; and which, in each case, has or would be likely to have a material adverse effect on the ability of the Purchaser to execute and deliver, or perform its obligations under, this Agreement and/or on the ability of the Purchaser or any other Purchasing Company to execute and deliver, or perform its obligations under, any other documents which are to be executed by the Purchaser or any other Purchasing Company pursuant to this Agreement;
(eh) it no order has immediately available on an unconditional basis been made, petition presented or meeting convened for the necessary cash resources to meet winding up of the Purchaser or any other Purchasing Company or any of their direct or indirect holding companies, or for the appointment of any provisional liquidator (or equivalent in the jurisdiction of its obligations under this Agreement incorporation) (or other process whereby the business is terminated and the Purchaser Documentsassets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and there are no cases or proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable laws, would justify any such cases or proceedings; and
(fi) as at the date hereof it information provided by the Purchaser, which has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known provided by the Purchaser and where such matters are actually known by in good faith, for the Purchaser purpose of allowing ICI to constitute identify all Relevant Competition Authorities is a breach of Warranty. For the purposes of this clause, knowledge true assessment of the Purchaser shall be deemed to be actual knowledge position of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently its business at the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardeddates specified therein.
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Samples: Master Sale and Purchase Agreement (Imperial Chemical Industries PLC)
Purchaser’s Warranties. 8.1 The Purchaser warrants to the Vendor as follows—Seller that:
(a) it has the requisite power to execute this Agreement, and authority to enter into and perform this Agreement and any each of the other agreement to be entered into pursuant to in this Agreement Transaction Documents to which it is or will be a party, and to perform its obligations under each of them and has agreed taken all action necessary to become a party (authorise such execution and the "Purchaser Documents")performance of such obligations;
(b) it is a corporation organised and validly existing under the laws of France and it is not insolvent or the subject of any insolvency proceedings;
(c) this Agreement constitutes constitutes, and each of the Purchaser other Transaction Documents to which it is or will be a party will, when executed, constitute legal, valid and binding obligations of the Purchaser in accordance with their respective its terms;
(c) it has obtained all necessary shareholder and board approvals in respect of this Agreement and the Purchaser Documents;
(d) the execution by the Purchaser of this Agreement and delivery of, of each of the other Transaction Documents to which it is or will be a party and the performance by it of its the obligations under, this Agreement and of the Purchaser Documents under it and each of them do not and will not—not conflict with or constitute a default under any provision of:
(i) be any agreement or result in instrument to which the Purchaser is a breach of any provision of its memorandum or articles of association;party; or
(ii) be or result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context constitutional documents of the transactions contemplated by this Agreement;Purchaser; or
(iii) be any law, statutory lien, order, judgment, award, injunction, decree, ordinance or result in a breach regulation or any other statutory restriction of any order, judgment kind or decree of any court or governmental agency to which it is a party or character by which it the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which has not been unconditionally and irrevocably obtained or made at the date of this Agreementbound;
(e) save for the Antitrust Clearance, all board approvals and other authorisations that are necessary to enable the Purchaser to execute and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will be a party have been obtained;
(f) under the terms of the Financing Commitment the Purchaser has (and at Completion will have) immediately available on an unconditional basis (subject only to Completion) the necessary cash resources to meet its obligations under this Agreement Agreement, and each of the Purchaser Documentsother Transaction Documents to which it is or will be a party; and
(fg) the group structure of the Purchaser’s Group is as date of this Agreement, and will at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed Completion be, as set out respectively in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedStructure Charts.
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Purchaser’s Warranties. 8.1 The Each of the Purchaser warrants and the Guarantor warrants, represents and undertakes to the Vendor Sellers that as follows—at the Signature Date and the Closing Date, and during the period between those dates, unless the context indicates otherwise ‑
(a) 16.1 it is a private company with limited liability duly incorporated in, and validly existing in terms of the laws of, Switzerland;
16.2 it has ‑ 43 Sale Agreement (Execution Version)/#4200957v1
16.2.1 the requisite legal capacity and power and authority to enter into and perform perform; and
16.2.2 taken all necessary actions (whether corporate, internal or otherwise) to authorise its entry into and the performance of its obligations in terms of, this Agreement and any other agreement Agreement;
16.3 the obligations expressed to be entered into pursuant assumed by it, and the rights afforded to it in terms of this Agreement Agreement, are legal, valid, binding and enforceable by, and against, it;
16.4 as at the Closing Date, it will have obtained all consents, approvals, licences, permits, orders and other such authorisations required in terms of any Applicable Laws or contractual arrangements to which it is or has agreed may be subject, to become a party (the "Purchaser Documents")allow it to perform all of its obligations in terms of this Agreement;
(b) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms;
(c) 16.5 it has obtained all the necessary shareholder and board approvals cash resources to meet its obligations in respect terms of this Agreement and is not aware of the existence of any fact, matter or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;
16.6 it is acting as principal and not as agent or broker for any other Person and, immediately following its purchase of the Sale Assets in terms of this Agreement, no Person other than the Purchaser Documentswill have any beneficial interest of whatsoever nature in the Sale Assets;
(d) 16.7 the execution and delivery ofentry into this Agreement by it, and the performance by it of its obligations under, in terms of this Agreement does not, and the Purchaser Documents will not—, directly or indirectly, ‑
(i) be 16.7.1 contravene, conflict with, or result in a breach of violation of, any provision of its memorandum or articles of associationconstitutional documents;
(ii) be 16.7.2 contravene, conflict with, or result in a breach violation of, any Applicable Laws;
16.8 it has not taken any steps and no steps have been taken or, to the best of it's knowledge and belief, are pending or constitute a default underthreatened by any other Person in respect to it, for its 44 Sale Agreement (Execution Version)/#4200957v1 curatorship, deregistration, winding‑up, liquidation, business rescue or administration, whether provisional or final and no fact, matter or circumstance has arisen which would entitle any instrument Person to which take such steps;
16.9 it is a party or by which it is bound and which is material able to pay its debts in the context ordinary course of the transactions contemplated by this Agreement;
(iii) its business, is not insolvent in any relevant jurisdiction, has not committed any act which, if it were a natural person, would be or result in a breach an act of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound and which is material insolvency as defined in the context Insolvency Act No 24 of the transactions contemplated by this Agreement; or
(iv) require it to obtain any consent or approval of or give any notice to or make any registration with any governmental or other authority or third party which 1936 and has not been unconditionally and irrevocably obtained or made at the date of this Agreement;
(e) it has immediately available on an unconditional basis the necessary cash resources to meet its obligations under this Agreement and the Purchaser Documents; and
(f) as at the date hereof it has no intention to make a claim under the Warranties in respect of matters which have not been disclosed in the Disclosure Letter and which are actually known by the Purchaser and where such matters are actually known by the Purchaser to constitute a breach of Warranty. For the purposes of this clause, knowledge of the Purchaser shall be deemed to be actual knowledge of Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxxxx of Montagu Private Equity Limited (and no one else), and consequently the actual or constructive knowledge of unable to pay its debts under any other employee or officer or adviser of any member of the Purchaser's Group shall be disregardedApplicable Laws.
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