Warranties of the Investor. The Investor represents, warrants and undertakes to and with the Company, the Ordinary Shareholder and Xx. Xxxx that each of the following statements is at the date of this Agreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading:
6.2.1 it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation;
6.2.2 it has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents to which it is a party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;
6.2.3 the execution, delivery and performance of this Agreement and any other Transaction Documents to which it is a party has been or will on Completion be duly authorised and approved by all necessary corporate action; and
6.2.4 the execution and delivery of, and the performance by it of, this Agreement and any other Transaction Documents to which it is a party will not (a) result in a breach (i) of any provision of its memorandum or articles of association or equivalent constitutional documents; or (ii) in any material respect, of any Applicable Law and (b) require any consent or approval of any Authority.
Warranties of the Investor. Each Investor warrants and represents to the Company:
6.2.1 that the Investor has full knowledge of and undertakes that:-
(a) the Sale Shares involves risks as the return to the Investors is depending upon the performance of TGL and that the Investor shall take full cognizance of all risks in connection with the Sale Shares; and
(b) any projections, predictions, information and/or materials, made available to the Investor in connection with the Sale Shares, are derived from TGL’s reasonable estimation, assumptions and/or forecasts and, are made available without representations or warranties as to its accuracy and or completeness. The Investor hereby expressly agrees that any reliance upon or conclusions drawn therefrom shall be at such Investor’s own risk and shall not give rise to any liability of or against the Company.
6.2.2 that the Investor shall undertake to meet all the terms and conditions stipulated herein;
6.2.3 that the Investor agrees to abide by and comply with all relevant anti-money laundering laws and regulations that are in force and to ensure that by subscribing to the Sale Shares will not be in breach of any laws and regulations that are in force from time to time; and
Warranties of the Investor. Each Investor severally (and not jointly nor jointly and severally) represents and warrants to the Company that, with respect to itself, as of the Execution Date and the Closing Date, it has obtained the requisite approvals necessary to subscribe to the Investor Securities. Further, each Investor severally warrants to the Company that, with respect to itself, as of the Execution Date and the Closing Date (unless otherwise specified hereunder):
5.4.1. it has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement, and any other agreements contemplated hereby and thereby;
5.4.2. the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate actions by it and shall constitute a valid and legally binding obligation, enforceable against it in accordance with the terms hereof;
5.4.3. it is not insolvent within the meaning of Applicable Law or unable to pay its debts under the insolvency laws of any applicable jurisdiction and has not stopped paying its debts as they fall due;
5.4.4. no administrator or any receiver or manager has been appointed by any Person in respect of any Investor nor any of its Assets and no steps have been by the Investor taken to initiate any such appointment and no voluntary arrangement has been proposed; and
5.4.5. where the Investor is not a Shareholder as on the Execution Date, subject to any change in Applicable Laws after the Execution Date, the Investor is eligible to acquire its respective Investor Securities pursuant to Press Note 3 of 2020 dated April 17, 2020, issued by the FDI Policy Section, Department for Promotion of Industry and Internal Trade, Ministry of Commerce & Industry, Government of India, as incorporated in the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, and any subsequent notifications in relation thereto
Warranties of the Investor. The Investor hereby makes the following representations and warranties to the Issuer and agrees with the Issuer that:
Warranties of the Investor. The Investor hereby represents and warrants to the Company that:
Warranties of the Investor. The Investor represents and warrants to the Company that as of the Execution Date and the Closing Date, it has other than the CCI Approval, obtained the requisite approvals necessary to subscribe to the Investor Securities. Further, the Investor warrants to the Company that as of the Execution Date and the Closing Date (unless otherwise specified hereunder):
Warranties of the Investor. The Investor represents and warrants to the Company that each of the following statements is at the date of this Agreement, and will at Completion (as if such statements were repeated as at Completion by reference to the facts and circumstances then existing) be, true and accurate and not misleading in all respects:
(a) it is a company incorporated and validly existing under the laws of its jurisdiction of incorporation;
(b) it has the legal right and full power and authority to enter into and perform this Agreement and any other Class A Transaction Documents to which it is a party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms;
(c) the execution, delivery and performance of this Agreement and any other Class A Transaction Documents to which it is a party has been duly authorised and approved by all necessary corporate action;
(d) the execution and delivery of, and the performance by it of, this Agreement and any other Class A Transaction Documents to which it is a party will not (i) result in a breach of (aa) any provision of its memorandum or articles of association or equivalent constitutional documents; or (bb) any Applicable Law and (ii) require any consent or approval of any Authority;
(e) subject to Clause 4.1, it has obtained all licences, consents, authorisations, orders, grants, confirmations, permissions, registrations and other approvals, whether from any Authority or otherwise, necessary or desirable for or in respect of the proposed subscription of the Subscription Shares; and
(f) so far as the Investor is aware, with respect to the approval contemplated under Clause 4.1, no shareholder of the Listco is or shall be required under the Listing Rules to abstain from voting on any resolution with respect to the approval of the transactions under this Agreement.
Warranties of the Investor. The Investor represents and warrants to the Company that:
a) it has the power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement, and any other agreements contemplated hereby and thereby;
b) the execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action by it and shall constitute a valid and legally binding obligation, enforceable against it in accordance with the terms hereof.
c) There are no pending actions, suits or proceedings against it or affecting any of its assets and there has been no event or occurrence which in each case, might reasonably be expected to give rise to a Material Adverse Effect.
d) The execution, delivery and performance of its obligations under this Agreement does not and will not
(i) contravene any Law, regulation or order of any Governmental or other official body or agency or any judgment or decree of any court having jurisdiction over it; or
(ii) conflict with or result in any breach or default under any agreement, instrument, regulation, license or authorization binding upon it or any of its assets;
Warranties of the Investor. The warranties set forth in Schedule 4 are true as of the date of signing the Agreement and the Closing Date (if any such warranties are expressly made on any other date, as of such other date), other than any breach of the foregoing warranties which does not materially affect the Investor’s ability to perform its obligations under the Agreement.
