Sample Share Purchase And Share Holder Agreement Page 61
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77The Company represents and warrants to each of the Shareholders that:
(a)
No Person has any agreement or option or right capable of becoming an
agreement for the purchase, subscription or issue of any shares of the Company save and
except as provided for in this Agreement and the Share Purchase Agreement.
7.2
Principals and Strategic Partner's Representations, Warranties and Covenants
Each of the Strategic Partner and the Principals jointly and severally represents and
warrants to, and jointly and severally covenants with, each of the Government and the
Company that:
(a)
each of the Strategic Partner and the Principals have been duly incorporated
or created and is validly subsisting and in good standing under the laws of jurisdiction
indicated in the preamble to this Agreement;
(b)
each of the Strategic Partner and the Principals have the corporate power and
authority to enter into and perform its obligations under this Agreement;
(c)
this Agreement has been duly authorized, executed and delivered by each of
the Strategic Partner and the Principals and constitutes a valid and binding obligation
enforceable against each of them in accordance with its terms;
(d)
each of the Strategic Partner and the Principals is not a party to, bound or
affected by or subject to any indenture, mortgage, lease agreement instrument, charter or
by-law provision, statute regulation, judgement, decree or law which would be violated,
contravened, breached by or under which default would occur or under which any
payment or repayment would be accelerated as a result of the execution and delivery of
this Agreement or the consummation of any of the transactions provided for in this
Agreement;
(e)
each of the Strategic Partner and the Principals shall not retrench any
Employees of the Company for a period of 1 (one) year from the Closing Date other than
any dismissal or termination of Employees of the Company from their employment in
accordance with the applicable staff regulations, standing orders of the Company and
applicable Law; provided however, that after the aforesaid period of 1 (one) year no
retrenchment of an Employee shall be undertaken unless the affected Employee is given
benefits that are equal to or exceed the Maximum Benefit;
(f)
subject to sub-clause (e) above any restructuring (including any reduction)
of the employee force of the Company shall be implemented in the manner recommended
by the Board and in accordance with applicable Laws and the Strategic Partner and
Principals shall ensure that the Company offers to the Employees, an option to
voluntarily retire on terms that are not, in any manner less favourable than Maximum
Benefit;
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