Common use of Representations of the Company Parties Clause in Contracts

Representations of the Company Parties. The Company, the Issuer and each other Company Party make the representations and warranties set out in this Clause 10.2 (Representations of the Company Parties) to each other Party on the date of this Agreement, subject to the other provisions of this Agreement (including without limitation Clause 7 (Limitations)): (a) it is duly incorporated and validly existing under the law of its jurisdiction of incorporation; (b) it has the power to own its assets and carry on its business as it is being, and is proposed to be, conducted; (c) the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable, subject to any applicable Reservations; (d) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any law or regulation applicable to it or its constitutional documents or any agreement or instrument binding on it or any of its assets; (e) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Agreement; (f) all Authorisations required for the performance by it of this Agreement and the transactions contemplated by this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts its business have been obtained or effected and are in full force and effect; (g) it is not the legal owner of, and it does not have any beneficial interest in, any Notes Debt as at the date of this Agreement; and (h) so far as the Company is aware, no order has been made, petition presented or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any other member of the Group or Group, and no analogous procedure has been commenced in any jurisdiction.

Appears in 3 contracts

Samples: Lock Up Agreement, Lock Up Agreement, Lock Up Agreement

AutoNDA by SimpleDocs

Representations of the Company Parties. β€Œ The Company, the Issuer and each other Company Party make the representations and warranties set out in this Clause 10.2 (Representations of the Company Parties) to each other Party on the date of this Agreement, subject to the other provisions of this Agreement (including without limitation Clause 7 (Limitations)): (a) it is duly incorporated and validly existing under the law of its jurisdiction of incorporation; (b) it has the power to own its assets and carry on its business as it is being, and is proposed to be, conducted; (c) the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable, subject to any applicable Reservations; (d) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any law or regulation applicable to it or its constitutional documents or any agreement or instrument binding on it or any of its assets; (e) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of this Agreement; (f) all Authorisations required for the performance by it of this Agreement and the transactions contemplated by this Agreement and to make this Agreement admissible in evidence in its jurisdiction of incorporation and any jurisdiction where it conducts its business have been obtained or effected and are in full force and effect; (g) it is not the legal owner of, and it does not have any beneficial interest in, any Notes Debt as at the date of this Agreement; and (h) so far as the Company is aware, no order has been made, petition presented or resolution passed for the winding up of or appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any other member of the Group or Group, and no analogous procedure has been commenced in any jurisdiction.

Appears in 1 contract

Samples: Lock Up Agreement

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!