Vendor’s Warranties. Each of the Vendors represents and warrants to and undertakes with the Holdco and its successors in title (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) as follows: (a) in respect of itself/himself, it/he will on Completion be beneficially entitled to and able to transfer the Sale Shares to the Holdco and/or its nominees under this Agreement; (b) the information relating to the Company as set out in Schedule 1 is true, accurate, and not misleading, and the Company is duly incorporated and validly existing under the laws of Singapore; (c) the Sale Shares are and shall have been validly issued, allotted and fully paid-up; and (d) it/he has full power and capacity to enter into and perform this Agreement and this Agreement when executed will constitute valid and binding obligations on and against it/him.
Appears in 4 contracts
Samples: Share Swap Agreement (Webuy Global LTD), Share Swap Agreement (Webuy Global LTD), Share Swap Agreement (Webuy Global LTD)
Vendor’s Warranties. Each of the Vendors Vendor represents and warrants to and undertakes with the Holdco Purchaser and its successors in title (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) as follows:
(a) in respect of itselfhe/himself, it/he she will on Completion be legally and beneficially entitled to and able to transfer the Sale Shares to the Holdco Purchaser and/or its nominees under this Agreement;
(b) the information relating to the Company as set out in Schedule 1 is true, accurate, and not misleading, and the Company is duly incorporated and validly existing under the laws of Singapore;
(c) the Sale Shares are and shall have been validly issuedallotted, allotted issued and fully paid-upup and are free from all Encumbrances and the Sale Shares are freely transferable by each Vendor without the consent, approval, permission, licence or concurrence of any third party; and
(d) ithe/he she has full power and capacity to enter into and perform this Agreement and this Agreement when executed will constitute valid and binding obligations on and against ithim/himher.
Appears in 2 contracts
Samples: Share Swap Agreement (Brilliance Group), Share Swap Agreement (Brilliance Group)