Common use of UM WARRANTIES Clause in Contracts

UM WARRANTIES. 5.1 UM warrants to each Seller that each of the following warranties in this clause is true and accurate as at the Completion Date: (a) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the Completion Date; (b) it has the legal right and full power and authority to enter into and perform this Agreement and each other Transaction Document; (c) this Agreement and each other Transaction Document will, when executed, constitute valid and binding obligations on it, in accordance with its terms; (d) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document; (e) there are no: (i) judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or any of its respective Affiliates; (ii) law suits, actions or proceedings pending or, to the knowledge of UM, threatened against it or any of its respective Affiliates; or (iii) investigations by any Governmental Authority which are pending or threatened against it or any of its respective Affiliates, and which, in any such case, will have a material adverse effect on the ability of it to lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it; (f) the execution, delivery and performance by it of this Agreement and each other Transaction Document will not: (i) result in a breach of, or constitute a default under its Constitution; (ii) result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound; or (iii) result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or decree of any Governmental Authority in any relevant jurisdiction, in each case, other than any such breaches or defaults that individually or in the aggregate would not impair in any material respect the ability of UM to perform its obligations under this Agreement, or prevent or materially impede or materially delay the consummation of the transactions contemplated hereunder; (g) it is not, nor will the consummation of the transactions contemplated by the Transaction Documents cause it to become, insolvent or bankrupt under any laws applicable to it, nor is it unable to pay its debts as they fall due, nor has any arrangement (whether by court proceedings or otherwise) been proposed under which its creditors (or any group of them) could receive less than the amounts due to them nor are any proceedings in relation to any compromise or arrangement with creditors, any winding up, bankruptcy or other insolvency proceedings concerning it (or any of its assets or interests) are current, pending or threatened; (h) the UM Shares are new duly issued shares (not already existing treasury shares or shares held by third parties) and free of all Encumbrances (save for those set out in the UM Articles (e.g. pre-emption rights on transfer and drag along rights requiring the holders of the UM Shares to transfer the UM Shares to a bona fide purchaser or similar rights)) and each of the Sellers will following Completion receive full legal and beneficial title to the relevant UM Shares with all rights attaching thereto; and (i) the Fully Diluted Share Capital of UM immediately following the consummation of the Financing is set out in the capitalisation table in Schedule 4. 5.2 For the avoidance of doubt, for the purposes of this clause 5, the Affiliates of UM shall be those persons that are Affiliates of UM at the close of business on the Business Day prior to the Completion Date.

UM WARRANTIES. 5.1 UM warrants to each Seller that each of the following warranties in this clause is true and accurate as at the Completion Date: (a) it is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation and has full power to conduct its business as conducted at the Completion Date; (b) it has the legal right and full power and authority to enter into and perform this Agreement and each other Transaction Document; (c) this Agreement and each other Transaction Document will, when executed, constitute valid and binding obligations on it, in accordance with its terms; (d) it has obtained all governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions and it has taken all corporate actions, required by it to authorise it to enter into and to perform this Agreement and each other Transaction Document; (e) there are no: (i) judgments, orders, injunctions or decrees of any Governmental Authority outstanding or affecting it or any of its respective Affiliates; (ii) law suits, actions or proceedings pending or, to the knowledge of UM, threatened against it or any of its respective Affiliates; or (iii) investigations by any Governmental Authority which are pending or threatened against it or any of its respective Affiliates, and which, in any such case, will have a material adverse effect on the ability of it to lawfully execute and deliver, or perform, its obligations under this Agreement or any of the documents referred to in it; (f) the execution, delivery and performance by it of this Agreement and each other Transaction Document will not: (i) result in a breach of, or constitute a default under its Constitution; (ii) result in a breach of, or constitute a default under, any agreement or arrangement to which it is a party or by which it is bound; or (iii) result in, or amount to, a violation, default or breach of any law, regulation, statute, order, judgment or decree of any Governmental Authority in any relevant jurisdiction, in each case, other than any such breaches or defaults that individually or in the aggregate would not impair in any material respect the ability of UM to perform its obligations under this Agreement, or prevent or materially impede or materially delay the consummation of the transactions contemplated hereunder; (g) it is not, nor will the consummation of the transactions contemplated by the Transaction Documents cause it to become, insolvent or bankrupt under any laws applicable to it, nor is it unable to pay its debts as they fall due, nor has any arrangement (whether by court proceedings or otherwise) been proposed under which its creditors (or any group of them) could receive less than the amounts due to them nor are any proceedings in relation to any compromise or arrangement with creditors, any winding up, bankruptcy or other insolvency proceedings concerning it (or any of its assets or interests) are current, pending or threatened; (h) the UM Shares are new duly issued shares (not already existing treasury shares or shares held by third parties) and free of all Encumbrances (save for those set out in the UM Articles (e.g. pre-emption rights on transfer and drag along rights requiring the holders of the UM Shares to transfer the UM Shares to a bona fide purchaser or similar rights)) and each of the Sellers will following Completion receive full legal and beneficial title to the relevant UM Shares with all rights attaching thereto; and (i) the Fully Diluted Share Capital of UM immediately following the consummation of the Financing is set out in the capitalisation table in Schedule 4. 5.2 For the avoidance of doubt, for the purposes of this clause 5clause, the Affiliates of UM shall be those persons that are Affiliates of UM at the close of business on the Business Day prior to the Completion Date.