Common use of Representations and Warranties of GSHS Clause in Contracts

Representations and Warranties of GSHS. GSHS hereby represents and warrants to and for the benefit of Network18, SAIF, OCP and the Company that: (a) It has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) It has the corporate power and authority to enter into and perform its obligations under this Agreement; (c) This Agreement has been duly and validly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms; (d) It is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, judgment, decree or law that would be violated, contravened, breached by or under which default would occur or under which any payment or repayment would be accelerated as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement; and (e) No consents or approvals of or filings or registrations with any Governmental Authority are necessary to the reasonable knowledge of GSHS, and no consents or approvals of or filings or registrations with any third party are necessary in connection with the execution and delivery by GSHS of this Agreement and the consummation by GSHS of the transactions contemplated hereby except such consents or approvals that have already been obtained and filings or registrations that have already been made or are required to be made pursuant to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby

Appears in 2 contracts

Samples: Shareholders Agreement (Nw18 HSN Holdings PLC), Shareholders Agreement (Tv18 HSN Holdings LTD)

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Representations and Warranties of GSHS. GSHS hereby represents and warrants to and for the benefit of Network18, SAIF, OCP the other Shareholders and the Company that: (a) It has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) It has the corporate power and authority to enter into and perform its obligations under this Agreement; (c) This Agreement has been duly and validly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms; (d) It is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, judgment, decree or law that would be violated, contravened, breached by or under which default would occur or under which any payment or repayment would be accelerated as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement; and (e) No consents or approvals of or filings or registrations with any Governmental Authority are necessary to the reasonable knowledge of GSHS, and no consents or approvals of or filings or registrations with any third party are necessary in connection with the execution and delivery by GSHS of this Agreement and the consummation by GSHS of the transactions contemplated hereby except such consents or approvals that have already been obtained and filings or registrations that have already been made or are required to be made pursuant to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Registration Rights Agreement (Nw18 HSN Holdings PLC)

Representations and Warranties of GSHS. GSHS hereby represents and warrants to and for the benefit of Network18Xxxxxxx 00, SAIFXXXX, OCP XXX and the Company that: (a) It has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) It has the corporate power and authority to enter into and perform its obligations under this Agreement; (c) This Agreement has been duly and validly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms; (d) It is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, judgment, decree or law that would be violated, contravened, breached by or under which default would occur or under which any payment or repayment would be accelerated as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement; and (e) No consents or approvals of or filings or registrations with any Governmental Authority are necessary to the reasonable knowledge of GSHS, and no consents or approvals of or filings or registrations with any third party are necessary in connection with the execution and delivery by GSHS of this Agreement and the consummation by GSHS of the transactions contemplated hereby except such consents or approvals that have already been obtained and filings or registrations that have already been made or are required to be made pursuant to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby

Appears in 1 contract

Samples: Shareholder Agreement (Nw18 HSN Holdings PLC)

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Representations and Warranties of GSHS. GSHS hereby represents and warrants to and for the benefit of Network18, SAIF, OCP and the Company other Shareholders that: (a) It has been duly incorporated and is validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) It has the corporate power and authority to enter into and perform its obligations under this Agreement; (c) This Agreement has been duly and validly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms; (d) It is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, judgment, decree or law that would be violated, contravened, breached by or under which default would occur or under which any payment or repayment would be accelerated as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement; and (e) No consents or approvals of or filings or registrations with any Governmental Authority are necessary to the reasonable knowledge of GSHS, and no consents or approvals of or filings or registrations with any third party are necessary in connection with the execution and delivery by GSHS of this Agreement and the consummation by GSHS of the transactions contemplated hereby except such consents or approvals that have already been obtained and filings or registrations that have already been made or are required to be made pursuant to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Shareholder Agreement (Nw18 HSN Holdings PLC)

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