Representations of the Buyer. 5.1. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) by the Buyer 5.1.1. As a material term required for the Seller to enter into this Agreement, the Buyer hereby represents to the Seller that the representations set out below are deemed valid and accurate as of the Transaction Signing Date and the Transaction Execution Date. 5.1.2. A breach of any representation set forth in Article 5 of this Agreement shall be deemed a material breach of this Agreement by the Buyer, within the meaning of this term defined in Paragraph 1 of Clause 2 of Article 450 of the RF Civil Code and for the purposes of Article 453 of the RF Civil Code. 5.2. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) with respect to the Buyer The Buyer hereby provides to the Seller the following representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code): 5.2.1. The Buyer is a legal entity duly incorporated and registered in accordance with the law of the Russian Federation. The Buyer has the full legal capacity and authority necessary to enter into this Agreement and to perform its obligations and execute transactions contemplated by this Agreement. For purposes of execution and performance of this Agreement, the Buyer is acting on its own behalf and is not a broker, agent, or proxy holder representing any Third Parties. 5.2.2. The individual who signed this Agreement on behalf of the Buyer has the full authority to do so, and the legal capacity of the Buyer with respect to the execution and performance of this Agreement is not restricted. 5.2.3. The execution of this Agreement and Execution of the Transaction will not result in a violation of any provisions of the charter or other constituent documents of the Buyer, and will not constitute a breach of any regulation or court decision. The Buyer is not subject to any judgment or injunction currently in force that would prohibit the Buyer from fulfilling the conditions of this Agreement. The Buyer has obtained all permissions and approvals that the Buyer is obliged to secure, obtain, or arrange to be obtained in connection with the execution of this Agreement and Execution of the Transaction, and such permissions and approvals are in force and valid. 5.2.4. The execution of this Agreement and Execution of the Transaction by the Buyer do not violate the laws or stock exchange regulations applicable to the Buyer, the Company or any of its subsidiaries, including applicable US securities’ laws, and do not involve violation of any regulations, decisions, or orders of any governmental body or local government institution. This Agreement establishes valid and legally binding obligations of the Buyer, which must be performed in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Share Sale and Purchase Agreement (Mobile Telesystems PJSC), Share Sale and Purchase Agreement
Representations of the Buyer. 5.1. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) by the Buyer
5.1.1. As a material term required for the Seller to enter into this Agreement, the Buyer hereby represents to the Seller that the representations set out below are deemed valid and accurate as of the Transaction Signing Date and the Transaction Execution Date.
5.1.2. A breach of any representation set forth in Article 5 of this Agreement shall be deemed a material breach of this Agreement by the Buyer, within the meaning of this term defined in Paragraph 1 of Clause 2 of Article 450 of the RF Civil Code and for the purposes of Article 453 of the RF Civil Code.
5.2. Representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code) with respect to the Buyer The Buyer hereby provides to the Seller the following representations about the circumstances (within the meaning of Article 431.2 of the RF Civil Code):
5.2.1. The Buyer is a legal entity duly incorporated and registered in accordance with the law of the Russian Federation. The Buyer has the full legal capacity and authority necessary to enter into this Agreement and to perform its obligations and execute transactions contemplated by this Agreement. For purposes of execution and performance of this Agreement, the Buyer is acting on its own behalf and is not a broker, agent, or proxy holder representing any Third Parties.
5.2.2. The individual who signed this Agreement on behalf of the Buyer has the full authority to do so, and the legal capacity of the Buyer with respect to the execution and performance of this Agreement is not restricted.
5.2.3. The execution of this Agreement and Execution of the Transaction will not result in a violation of any provisions of the charter or other constituent documents of the Buyer, and will not constitute a breach of any regulation or court decision. The Buyer is not subject to any judgment or injunction currently in force that would prohibit the Buyer from fulfilling the conditions of this the Agreement. The Buyer has obtained all permissions and approvals that the Buyer is obliged to secure, obtain, or arrange to be obtained in connection with the execution of this the Agreement and Execution of the Transaction, and such permissions and approvals are in force and valid.
5.2.4. The execution of this Agreement and Execution of the Transaction by the Buyer do not violate the laws or regulations of the stock exchange regulations applicable to the Buyer, the Company Buyer or any of its subsidiaries, including applicable US securities’ lawsaffiliates, and do not involve violation of any regulations, decisions, or orders of any governmental body or local government institution. This Agreement establishes valid and legally binding obligations of the Buyer, which must be performed in accordance with the terms of this the Agreement.
Appears in 2 contracts
Samples: Share Sale and Purchase Agreement (Sistema PJSFC), Share Sale and Purchase Agreement (Mobile Telesystems PJSC)