Shareholders’ Warranties. The Shareholders jointly and severally warrant to the Purchasers that the Warranties set out in this clause and all accompanying documents are true and accurate in all respects and fully, clearly and accurately disclose every matter to which they state save for any matters disclosed in a disclosure letter prior to Completion: The Shares constitute twenty-five per cent (25%) of the total and whole of the issued and allotted and fully paid up share capital of the Company as owned by the Shareholders and there are no other agreements in force which grant any person the right to call for the issue, allotment or transfer of any share or loan capital of the Company; The register of members and other statutory books of the Company have been properly kept and contain an accurate and complete record of the matters which they should deal and all returns, particulars, resolutions and documents required by any legislation to be filed in respect of the Company have been duly filed and were correct and are up to date; The Shareholders warrant to the Purchasers that: There have been no arrangements and understandings (whether legally enforceable or not) between the Company and any person who is directly or indirectly a Shareholder or the beneficial owner of any interest in the Company or any Company in which the Company is interested relating to the management of the Business or the ownership or transfer of ownership or the letting of any of the assets of the Company used in connection with the Business or the provision of services or other facilities to or by the Company or otherwise in any way relating to the Business; Compliance with the terms of this Agreement does not and will not conflict with result in the breach of or constitute a default under any of the terms conditions or provisions of any agreement or instrument to which the Company is now a party relating to the Business; Any provision of this Agreement which is capable of being performed after but which has not been performed at or before Completion and all Warranties and indemnities and other undertakings contained in or entered into pursuant to this Agreement shall remain in full force and effect notwithstanding Completion.
Shareholders’ Warranties. Each Shareholder warrants to the Optionholder that he is the registered holder and beneficial owner of his Option Shares and that, such Option Shares have been fully paid and apart from this Agreement and the Charge Agreement, such shares are free from all Encumbrances and that he has full power and authority to exercise and enjoy all rights attaching to them without the consent of any other person and to grant the Options on the terms and conditions of this Agreement.
Shareholders’ Warranties. (a) The Warrantors severally represent and warrant to Activision that each of the Shareholders Warranties to be given by them respectively is true and accurate in all respects and not misleading at the date of this Agreement and will continue to be true and accurate in all respects and not misleading up to and including Completion.
(b) The Warrantors severally represent and warrant to Activision that each of the Surviving Shareholders Warranties to be given by them is true and accurate in all respects and not misleading at the date of this Agreement and will continue to be true and accurate in all respects and not misleading up to and including Completion.
(c) The Warrantors acknowledge that they give the Shareholders Warranties and Surviving Shareholders' Warranties with the intention of inducing Activision to enter into this Agreement and that Activision does so in reliance upon the Shareholder Warranties.
(d) Each of the Shareholder Warranties and Surviving Shareholders'Warranties is a separate and independent warranty and shall not be limited by reference to any other warranty or anything in this Agreement.
Shareholders’ Warranties. 10.1 Shareholders represent and warrant to the Investor that each Shareholders' Warranty is true and accurate in all material respects as at the date of this Agreement and as at Closing.
10.2 The Shareholders shall procure that each Shareholders' Warranty is true and accurate at Closing, and for this purpose the Shareholders are deemed to repeat each Shareholders' Warranty at Closing.
10.3 The Shareholders undertake to immediately notify the Investor in writing of any circumstance arising after the date of this Agreement which could cause any Shareholders’ Warranty to become untrue or inaccurate. Any such notification shall not have the effect of remedying any breach of Shareholders’ Warranty concerned.
10.4 Each of the Shareholders’ Warranties shall be construed as a separate and independent warranty and (except where this Agreement provides otherwise) shall not be limited or restricted in its scope by reference to or inference from any other term of another Shareholders’ Warranty or this Agreement.
Shareholders’ Warranties. 6.1. Each shareholder now warrants that he has every authority and permission necessary ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ :
6.1 1 require him to obtain any ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
Shareholders’ Warranties. This paragraph is drawn to refer to corporate shareholders and would provide the basis of a cause of action if a dispute arose as a result ■ ■ ■ ■ ■ ■ ■ ■ ■ ■
Shareholders’ Warranties. The Shareholders represent and warrant to Nucleus that:
a. they have the power to execute, deliver and perform their obligations hereunder and have taken all necessary action to authorize such execution, delivery and performance;
b. they are the beneficial owners and registered holders of the Shares free and clear of any lien or encumbrance.
Shareholders’ Warranties. The Shareholders jointly and severally warrant to the Purchasers that the Warranties set out in this clause and all accompanying documents are true and accurate in all respects and fully, clearly and accurately disclose every matter to which they state save for any matters disclosed in a disclosure letter prior to Completion:
5.1 All information provided by the Shareholders to the Purchasers relating to the Company are true and complete in all respects and it is validly formed and existing under the laws of Kenya and has all requisite powers to conduct the Business;
5.2 The Shares constitute seventy five per cent (75%) of the total and whole of the issued and allotted and fully paid up share capital of the Company as owned by the Shareholders and there are no other agreements in force which grant any person the right to call for the issue, allotment or transfer of any share or loan capital of the Company;
5.3 The register of Shareholders and other statutory books of the Company have been properly kept and contain an accurate and complete record of the matters which they should deal and all returns, particulars, resolutions and documents required by any legislation to be filed in respect of the Company have been duly filed and were correct and are up to date;
5.4 All the accounts, books, ledgers, financial and other records, of whatsoever kind, of the Company are in its possession;
5.5 The Company has no undisclosed capital commitments outstanding at today’s date and has not agreed to incur any capital expenditure or commitments;
5.6 There are no liabilities (including contingent liabilities), which are outstanding on the part of the Company as at the date of this Agreement save as stated in the Company’s audited accounts dated 30th June …………
5.7 There are no undisclosed loan agreements, borrowing, credit facilities or any form of credit or borrowing entered into by the Company;
5.8 The Company is not, or has not agreed to become, a member of any joint venture, consortium, partnership or other unincorporated association;
5.9 The Company is not engaged in any litigation or arbitration proceedings, as plaintiff or defendant; there are no such proceedings pending or threatened, either by or against the Company; and there are no circumstances which are likely to give rise to any litigation or arbitration;
5.10 There are no claims pending or threatened or capable of arising, against the Company, by an employee or xxxxxxx or third party, in respect of any acciden...
Shareholders’ Warranties. 4.1. “Each Shareholder now warrants that he/it has every authority and permission necessary to enable him/it to enter into this agreement and then to perform his/its obligations ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ / ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ / ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ :
4.1.1 require him/it to obtain any future consent or approval or action ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1.2 contravene any other agreement to which he/ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ;
4.1.3 violate any law or contravene any judgement in any country in which ■ ■ ■ ■ / ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .”
Shareholders’ Warranties. This paragraph is drawn to refer to corporate shareholders and would provide the basis of a cause of action if a dispute arose as a result ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . We have provided a warrant against casting votes on the instruction of a third party because it is important to preserve the independence of the shareholders. All shareholders need to know ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
