Sample Share Purchase And Share Holder Agreement Page 20
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777.25
Except as otherwise disclosed or provided for in the Agreement the Company
does not directly or indirectly beneficially own or own on record any shares of any other
Person or have any other equity investment or other ownership interest in any other
Person.
7.26
Except as disclosed there are no agreements between the Company and its
directors or Employees which cannot be terminated by the Company or which imposes
any unreasonable liability on the Company in terms of severance pay, fringe benefits or
any other payments.
7.27
Except as otherwise disclosed or provided for in the Agreement or in Schedule
____, the Company has not at any time defaulted in the repayment of the principal and/or
interest payable in respect of any loan taken by it.
ARTICLE – 8
REPRESENTATIONS AND WARRANTIES OF THE STRATEGIC PARTNER AND
THE PRINCIPALS
Each of the Strategic Partner and the Principals hereby jointly and severally represents
and warrants to the Government and the Company that:
8.1
The (a) Strategic Partner is a company duly incorporated and validly existing
under the laws of India; (b) ______ (Principal 1) is a company duly incorporated and
validly existing under the laws of _____; and (c) ______ (Principal 2) is a company duly
incorporated and validly existing under the laws
______.
.
8.2
Each of the Strategic Partner and the Principals have all necessary corporate
power, authority and capacity (corporate and financial) to enter into this Agreement and
to carry out its obligations under this Agreement.
8.3
The execution and delivery of this Agreement and the consummation of the
transaction contemplated under this Agreement have been duly authorized by all
necessary corporate action of the Strategic Partner and the Principals.
8.4
This Agreement constitutes a valid and binding obligation of the Strategic Partner
and the Principals enforceable against each in accordance with the terms hereof, subject,
however, to limitations with respect to enforcement imposed by law in connection with
bankruptcy or similar proceedings and to the extent that equitable remedies as specific
performance and injunction are in the discretion of the court from which they are sought.
8.5
Each of the Strategic Partner and the Principals are not a party to, bound or
affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or
by-law provision, statute, regulation, order, judgment, decree, license, permit or law
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