Common use of Warranties by Purchaser Clause in Contracts

Warranties by Purchaser. The Purchaser warrants to the Vendor as follows:- (A) the Purchaser has the requisite power and authority to enter into and perform this Agreement and any other agreement referred to herein to which it is or has agreed to become a party (the "PURCHASER DOCUMENTS"); (B) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms; (C) the Purchaser has paid its debts as such debts become due and has not admitted in writing its inability to pay its debts generally; (D) the Purchaser has not made a general assignment for the benefit of its creditors; (E) no proceedings have been instituted by or against the Purchaser seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency, liquidation, dissolution or reorganization or relief of its debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or similar official for it or any substantial part of its property; (F) the Purchaser has sufficient working capital to carry on its business in the ordinary and usual course for a period of 12 months from the date of this Agreement; (G) the Purchaser has obtained all necessary shareholder and board approvals in respect of the entry into this Agreement and the Purchaser Documents; and (H) the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and the Purchaser Documents will not: (1) be or result in a breach of any provision of the memorandum or articles of association of the Purchaser; (2) be or result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; (3) be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; or (4) save as provided herein require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); and (I) the Purchaser has immediately available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement and the Purchaser Documents. Each of the foregoing warranties given by the Purchaser (the "PURCHASER'S WARRANTIES") is given on the basis that it will remain true and accurate in all respects up to and including Completion and the Purchaser undertakes to forthwith disclose in writing to the Vendor any matter or thing which may arise or become known to the Purchaser after the date of this Agreement and before Completion which is inconsistent with any of the Purchaser's Warranties or which is material to be known to the Vendor accepting the consideration stipulated by this Agreement. In the event of it becoming apparent on or before Completion that the Purchaser is in breach of any of the Purchaser's Warranties or any other term of this Agreement the Vendor may at its option either: (1) rescind this Agreement by notice in writing to the Purchaser; or (2) proceed to Completion but without prejudice to its right to claim for breach of this Agreement or the Purchaser's Warranties.

Warranties by Purchaser. The Purchaser warrants to the Vendor as follows:-follows: (A) the Purchaser has the requisite power and authority to enter into and perform this Agreement and any other agreement referred to herein to which it is or has agreed to become a party (the "PURCHASER DOCUMENTS"); (B) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms; (C) the Purchaser has paid its debts as such debts become due and has not admitted in writing its inability to pay its debts generally; (D) the Purchaser has not made a general assignment for the benefit of its creditors; (E) no proceedings have been instituted by or against the Purchaser seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency, liquidation, dissolution or reorganization or relief of its debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or similar official for it or any substantial part of its property; (F) the Purchaser has sufficient working capital to carry on its business in the ordinary and usual course for a period of 12 months from the date of this Agreement; (G) the Purchaser has obtained all necessary shareholder and board approvals in respect of the entry into this Agreement and the Purchaser Documents; and (H) the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and the Purchaser Documents will not: (1) be or result in a breach of any provision of the memorandum or articles of association of the Purchaser; (2) be or result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; (3) be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; or (4) save as provided herein require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); and (I) the Purchaser has immediately available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement and the Purchaser Documents. Each of the foregoing warranties given by the Purchaser (the "PURCHASER'S WARRANTIES") is given on the basis that it will remain true and accurate in all respects up to and including Completion and the Purchaser undertakes to forthwith disclose in writing to the Vendor any matter or thing which may arise or become known to the Purchaser after the date of this Agreement and before Completion which is inconsistent with any of the Purchaser's Warranties or which is material to be known to the Vendor accepting the consideration stipulated by this Agreement. In the event of it becoming apparent on or before Completion that the Purchaser is in breach of any of the Purchaser's Warranties or any other term of this Agreement the Vendor may at its option either: (1) rescind this Agreement by notice in writing to the Purchaser; or (2) proceed to Completion but without prejudice to its right to claim for breach of this Agreement or the Purchaser's Warranties.

Warranties by Purchaser. The Purchaser warrants to the Vendor as follows:-follows: (A) 15.1 the Purchaser is validly incorporated, in existence and duly registered under the laws of the jurisdiction of its incorporation; 15.2 the Purchaser has the requisite power and authority to enter into and perform this Agreement and any other agreement referred to herein to which it is or has agreed to become a party (the "PURCHASER DOCUMENTSPurchaser Documents"); (B) 15.3 this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms; (C) 15.4 no order has been made and no resolution has been passed for the winding up of the Purchaser or for a provisional liquidator to be appointed in respect of it and no petition has paid its debts as been presented and no meeting has been convened for the purposes of winding up the Purchaser; 15.5 no administration order has been made and no petition has been presented and no other action for such debts become due and an order has been taken in respect of the Purchaser; 15.6 no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Purchaser; 15.7 the Purchaser is not admitted in writing its inability insolvent or unable to pay its debts generallyand has not stopped paying its debts as they fall due; (D) 15.8 no voluntary arrangement which may affect the solvency of the Purchaser has not made a general assignment for been proposed in respect of the benefit of its creditorsPurchaser; (E) 15.9 no proceedings have been instituted by event analogous to any of the foregoing has occurred in or against outside England with respect to the Purchaser seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency, liquidation, dissolution or reorganization or relief of its debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or similar official for it or any substantial part of its propertyPurchaser; (F) the Purchaser has sufficient working capital to carry on its business in the ordinary and usual course for a period of 12 months from the date of this Agreement; (G) 15.10 the Purchaser has obtained all necessary shareholder and board approvals in respect of the entry into of this Agreement and the Purchaser Documents; andAgreement; (H) 15.11 the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and the Purchaser Documents will not: (1) 15.11.1 be or result in a breach of any provision of the memorandum or articles of association of the Purchaser; (2) 15.11.2 be or result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; (3) 15.11.3 be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; orand (4) save as provided herein 15.11.4 require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); and (I) the Purchaser has immediately available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement and the Purchaser Documents. Each of the foregoing warranties given by the Purchaser (the "PURCHASER'S WARRANTIES") is given on the basis that it will remain true and accurate in all respects up to and including Completion and the Purchaser undertakes to forthwith disclose in writing to the Vendor any matter or thing which may arise or become known to the Purchaser after the date of this Agreement and before Completion which is inconsistent with any of the Purchaser's Warranties or which is material to be known to the Vendor accepting the consideration stipulated by this Agreement. In the event of it becoming apparent on or before Completion that the Purchaser is in breach of any of the Purchaser's Warranties or any other term of this Agreement the Vendor may at its option either: (1) rescind this Agreement by notice in writing to the Purchaser; or (2) proceed to Completion but without prejudice to its right to claim for breach of this Agreement or the Purchaser's Warranties.

Warranties by Purchaser. The Purchaser warrants and represents to the Vendor as follows:- (A) the Purchaser has the requisite power and authority to enter into and perform this Agreement and any other agreement referred to herein to which it is or has agreed to become a party (the "PURCHASER DOCUMENTS"“Purchaser Documents”); (B) this Agreement constitutes and the Purchaser Documents will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms; (C) no order has been made and no resolution has been passed for the winding up of the Purchaser or for a provisional liquidator to be appointed in respect of it and no petition has paid its debts as such debts become due been presented and no meeting has not admitted in writing its inability to pay its debts generallybeen convened for the purposes of winding up the Purchaser; (D) no administration order has been made and no petition has been presented and no other action for such an order has been taken in respect of the Purchaser has not made a general assignment for the benefit of its creditorsPurchaser; (E) no proceedings have receiver (which expression shall include an administrative receiver) has been instituted by or against appointed in respect of the Purchaser seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency, liquidation, dissolution or reorganization or relief of its debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or similar official for it or any substantial part of its propertyPurchaser; (F) the Purchaser is not insolvent or unable to pay its debts within the meaning of s.123 Insolvency Xxx 0000 and has sufficient working capital to carry on not stopped paying its business in the ordinary and usual course for a period of 12 months from the date of this Agreementdebts as they fall due; (G) the Purchaser no voluntary arrangement has obtained all necessary shareholder and board approvals been proposed under s.1 Insolvency Xxx 0000 in respect of the entry into this Agreement and Purchaser; (H) no event analogous to any of the Purchaser Documentsforegoing has occurred in or outside England with respect to the Purchaser; and (HI) the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and the Purchaser Documents will not: (1) be or result in a breach of any provision of the memorandum or articles of association of the Purchaser; (2) be or result in a the breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; (3) be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound and which is material in the context of the transactions contemplated by this Agreement; or (4) save as provided herein require the Purchaser to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); and (I) the Purchaser has immediately available on an unconditional basis (subject only to Completion) the necessary resources to meet its obligations under this Agreement and the Purchaser Documents. Each of the foregoing warranties given by the Purchaser (the "PURCHASER'S WARRANTIES") is given on the basis that it will remain true and accurate in all respects up to and including Completion and the Purchaser undertakes to forthwith disclose in writing to the Vendor any matter or thing which may arise or become known to the Purchaser after the date of this Agreement and before Completion which is inconsistent with any of the Purchaser's Warranties or which is material to be known to the Vendor accepting the consideration stipulated by this Agreement. In the event of it becoming apparent on or before Completion that the Purchaser is in breach of any of the Purchaser's Warranties or any other term of this Agreement the Vendor may at its option either: (1) rescind this Agreement by notice in writing to the Purchaser; or (2) proceed to Completion but without prejudice to its right to claim for breach of this Agreement or the Purchaser's Warranties.