Schedules 1 & 2; Capital Clause Samples

Schedules 1 & 2; Capital. 1.1 The Disclosure Letter has been prepared based on opinions actually and honestly held by the persons identified in Schedule 10 in relation to the information provided in the Disclosure Letter. The Disclosure Letter (excluding the Data Room documents) is, as far as the Vendor is aware, accurate in all material respects and the Data Room documents are true copies of documents of which they purport to be copies and are otherwise complete copies in all material respects of the original. 1.2 The information contained in Schedules 1, 2 and 6 is true, complete and accurate in all respects and the relevant information is set out for the Company and the Subsidiaries. 1.3 The Shares are fully paid and are beneficially owned and registered as set out in Schedule 1 and Part 1 of Schedule 2 free from any Encumbrance or any claim to, or Contract to grant, any Encumbrance. 1.4 The Company has not allotted or issued any share capital other than the Shares shown in Schedule 1 and Part 1 of Schedule 2 as being issued. 1.5 No Contract has been entered into which requires or may require the Company to allot or issue any share or loan capital and the Company has not allotted or issued any securities which are convertible into share or loan capital. 1.6 The Company has no interest in the share capital of any body corporate other than the Subsidiaries.