Common use of The EDS Entities Clause in Contracts

The EDS Entities. 3.1 Each of the EDS Entities validly exists and is duly incorporated under the Laws of its jurisdiction of incorporation. 3.2 Each of the EDS Entities that is expressed in this Agreement to be or become a party to any of the Ancillary Agreements has the full right, power and authority to enter into the relevant Ancillary Agreements to which it is expressed to be or become a party and to exercise its rights and perform its obligations under this each of the Ancillary Agreements to which it is expressed to be or become a party. 3.3 The number of shares in (and the applicable percentage ownership interest of) the capital (or equivalent under applicable local Law) of the EDS Entities as set out in Schedule 1 (EDS Entities) are owned by the Seller or relevant member of the Seller’s Group (or, in the case of Huntsman Saint-Mihiel S.A.S., by the Seller and Huntsman Surface Sciences Italia S.r.l. in the case of Huntsman Surface Sciences Italia S.r.l., by Huntsman Performance Products Spain, S.L., Sociedad Unipersonal and, in the case of Huntsman Surface Sciences France S.A.S., by Huntsman Saint-Mihiel S.A.S.) as set out in Schedule 1 (EDS Entities). All such shares (or equivalent under applicable local Law) have been duly authorised, validly issued and are fully paid-up and are free from Third Party Rights. 3.4 Save as set out in Schedule 1 (EDS Entities), there are no shares in the capital (or equivalent under applicable local Law), voting securities or other equity securities of any of the EDS Entities which have been issued or are outstanding and the shares set forth on Schedule 1 (EDS Entities) comprise the entire issued and allotted share capital of the EDS Entities at Completion. 3.5 Each EDS Entity is and has at all times carried on its business and conducted its affairs in accordance with its Organisational Documents for the time being in force or to which it is or has been a party, except where not doing so would not have a material effect on the EDS Business as a whole. 3.6 Each EDS Entity is duly qualified to carry on business in all jurisdictions in which it now carries on business, except where not being so would not have a material impact on the EDS Business. 3.7 As at Completion no mortgage, charge, pledge, lien or other encumbrance or security interest of any kind (other than a Permitted Encumbrance) granted by an EDS Entity will remain outstanding. 3.8 The parties to each overdraft, loan and other financial facilities available to each EDS Entity from any person other than a member of the Seller’s Group and the amounts outstanding under such facilities are contained in the Data Room and, to the Seller’s Knowledge, no EDS Entity has done anything whereby the continuance of any of those facilities might be affected or prejudiced.