Sample Share Purchase And Share Holder Agreement Page 14
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77ARTICLE – 6
REPRESENTATIONS AND WARRANTIES OF GOVERNMENT
Except as disclosed in the Disclosed Information, Government hereby represents and
warrants to the Strategic Partner that:
6.1
Government is the sole registered and beneficial owner of the Transaction
Shares which are free and clear of all liens.
6.2
Government has all necessary power, authority and capacity to enter into
this Agreement and to perform its obligations under this Agreement.
6.3
Save and except as disclosed or provided for in this Agreement, the
execution and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly authorized by all necessary action on the
part of Government. Government further represents that the signatory to this Agreement
on behalf of Government has been duly authorised by Government and has the requisite
signing authority to that effect.
6.4
This Agreement constitutes a valid and binding obligation of Government
enforceable against it in accordance with its terms, except to the extent of equitable
remedies of specific performance and injunction which are at the discretion of the court
from which they are sought.
6.5
Save and except the representations and warranties expressly stated in this
Agreement, Government makes no other representations or warranties of any kind or
nature including, without limitation, any representations or warranties concerning the
business, financial viability, assets or liabilities of the Company and no statutory or other
representations or warranties shall be implied.
6.6
The execution, delivery and performance of this Agreement will not constitute
a breach of any statute, judgment or decree by which the Government is bound.
6.7
Save and except as disclosed or provided for in this Agreement, no Person
has any agreement or option or right capable of becoming an agreement for the purchase,
of any Equity Shares owned by the Government.
6.8
Excepting as disclosed or provided for in this Agreement, the execution and
performance by the Government of the obligations contained herein shall not constitute a
breach of any agreement including, but not limited to, any financing, joint venture,
licensing or technology transfer agreements to which the Government is a party.
6.9
The Government has not, at any time, received any Claim, from any third
party in respect of the Transaction Shares and neither the Transaction Shares are a subject
matter of any suit, action or other proceedings whereby the rights of the Government in
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