The Vendors. (a) In respect of each of the Vendors who are incorporated, they severally warrant that they are a corporation duly organised, validly existing and in good standing under the laws of Victoria and have all requisite corporate powers and authority to execute and deliver this Agreement and to carry out and perform their obligations under the Agreement and the Certificate. Each of the Vendors severally warrants that they have the capacity and financial capability to comply with and perform all of their covenants and obligations under each of the Transactional Agreements to which they are or may become a party.
(b) None of the Vendors:
(i) have at any time, (A) made a general assignment for the benefit of creditors, (B) filed, or had filed against it, any bankruptcy petition or similar filing, (C) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (D) admitted in writing its inability to pay its debts as they become due, (E) been convicted of, or pleaded guilty to, any felony, or (F) taken or been the subject of any action that may have an adverse effect on such its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements; or
(ii) is subject to any Order that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.
(c) To the best of the Vendor's Knowledge, there is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any of the Vendors to comply with or perform any of its covenants or obligations under any of the Transactional Agreements. To the best of the Vendor's Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
(d) Those of the Vendors that are corporations severally warrant that all corporate action on the part of the Company, its officers, directors and shareholders necessary for the Authorisation of this Agreement, the performance of all the Company's obligations hereunder at the Closing and the allotment and issue of the Subscription Shares the Company is issuing has been taken or will be taken prior to the Closing. Each Vendor severally warrants that this Agreement constitutes the legal, valid and binding obligation of each of the...
The Vendors. 28 SCHEDULE 2....................................................................39 Particulars relating to the Company...........................................39 SCHEDULE 3....................................................................40 Particulars relating to Subsidiaries..........................................40 SCHEDULE 4....................................................................
The Vendors. In respect of the Vendors:
The Vendors. 3.1 Each of the Vendors is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
3.2 Each of the Vendors has full requisite legal right, power and authority and has obtained all consents, licences, authorisations, waivers or exemptions required to enable it to enter into and perform its obligations under this Agreement.
3.3 Each person signing this Agreement on behalf of the Vendors is duly authorised to do so.
The Vendors disclosure obligation; the Buyer's examination obligation
14.1. Vendor guarantees that it has disclosed to Buyer all relevant information regarding the Property Sold which must be brought to the attention of Buyer, with the understanding that Vendor does not have to disclose to Buyer facts which are known or should have been known to Buyer based on its investigations.
The Vendors. NUMBERS OF PERCENTAGE OF ISSUED NUMBER OF ISSUED SHARES SHARE CAPITAL OF THE NUMBER OF CONSIDERATION NAMES AND ADDRESS OF VENDORS AND HELD IN THE COMPANY HELD BY CONSIDERATION SHARES (ROUNDED REGULATION S PURCHASERS COMPANY VENDOR SHARES UP) ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxx & Xxxxxxxxxx Power, 65,000 68.4211% 1,180,263.157895 1,180,262 00 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xx. Xxxxxx ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxxxxx Xxxxxxxx, 6,000 6.3158% 108,947.368421 000,000 Xxxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxx ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxxxxx & Xxxx 2,500 2.6316% 45,394.736842 45,395 XxXxxxxxx, 0 Xxx Xxxxxxxxx, Xxxxxxx Xxxx, Xxxxx, Xx. Xxxxxx ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxxxxx Xxxxx & Grainne 2,000 2.1053% 36,315.789474 36,316 Power, 000 Xxxxxxxxxx, Xxxxxxxxx, Xxxxxx 0 ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxx Xxxxxxx, Carraig na 2,000 2.1053% 36,315.789474 36,316 Xxxxxxx, Xxxxx, Xx. Xxxxxx ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxxxxx Xxxxxxx, 86 2,000 2.1053% 36,315.789474 36,316 Xxxxxxxxx, Xxxxx Xxxx, Galway ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxx Xxxxxxxx, 16 Gosworth 2,000 2.1053% 36,315.789474 36,316 Park, Sandycove, Co. Dublin ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxxx Xxxxx c/x Xxxxx 1,000 1.0526% 18,157.894737 18,158 Motors, Ballybrit, Galway ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxxxxx Xxxxxxx, 178 2,000 2.1053% 36,315.789474 36,316 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, XXX ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxxxxxx Xxxxxxx, 26 1,500 1.5789% 27,236.842105 27,237 Xxxxxxxxx, Xxxxxxx, Xxxxxx, Xx. Xxxxx ---------------------------------------- ---------------- ---------------------- ------------------- ----------------- Xxx Xxx...
The Vendors. 4.1.1 warrant, represent and undertake to the Purchaser in the terms of the Warranties, provided however that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties if and to the extent that such fact or combination of facts has been fully and fairly disclosed in the Disclosure Letter;
4.1.2 agree that the Purchaser is entering into this Agreement in reliance on each of the Warranties and agree that save as provided in clause 4.
1.1 no information of which the Purchaser has knowledge (actual or constructive) will prejudice any claim made by the Purchaser in respect of the Warranties or will operate to reduce any amount recoverable in respect of any breach of any of the Warranties;
4.1.3 will indemnify the Purchaser against any reasonable costs or expenses (including reasonable legal costs) which it may incur, either before or after the commencement of any action, directly or indirectly as a result of any breach of any of the Warranties;
4.1.4 undertake to disclose immediately to the Purchaser anything which comes to the notice of any of them which is or may be a material breach of any of the Warranties; and
4.1.5 undertake that, in the event of any claim being made against any of them whether under the Warranties or otherwise in connection with the sale of the Shares to the Purchaser, they will not make any claim against the Company, or against any director or employee of the Company, on which or on whom any of them may have relied for advice or information before agreeing to any term of this Agreement or authorising any statement in the Disclosure letter, but so that this undertaking will not preclude any Vendor from claiming against any other Vendor under any right of contribution or indemnity to which such Vendor may be entitled
The Vendors. 15 THIS AGREEMENT is made on 2004 BETWEEN:
The Vendors. (a) Each of the Vendors severally warrants that they have the capacity and financial capability to comply with and perform all of their covenants and obligations under each of the Transactional Agreements to which they are or may become a party.
(b) None of the Vendors:
(i) have at any time, (A) made a general assignment for the benefit of creditors, (B) filed, or had filed against it, any bankruptcy petition or similar filing, (C) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (D) admitted in writing its inability to pay its debts as they become due, (E) been convicted of, or pleaded guilty to, any felony, or (F) taken or been the subject of any action that may have an adverse effect on such its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements; or
(ii) is subject to any Order that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.
(c) There is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any of the Vendors to comply with or perform any of its covenants or obligations under any of the Transactional Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
(d) Each Vendor severally warrants that this Agreement constitutes the legal, valid and binding obligation of each of the Vendors, enforceable against each of the Vendors in accordance with its terms except to the extent that enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally and except to the extent that enforcement may be limited by the application of general equitable principles.
The Vendors. Pension Scheme is an exempt approved scheme and is a contracted-in scheme in relation to the employees of each Group Company and nothing has been done or omitted which may result in the Vendor's Pension Scheme ceasing to have exempt approved status and it is not a contracted-out scheme.
