Sample Share Purchase And Share Holder Agreement Page 63
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77(m)
the representations and warranties made by Strategic Partner and the
Principals in terms of the Share Purchase Agreement, whether by way of reference or
otherwise, shall remain valid throughout the term of this Agreement; and
(n)
except as set forth in this Agreement, neither the Strategic Partner nor the
Principals have entered nor shall enter into any agreement, arrangement or understanding
with any third party, that obligates the Strategic Partner to vote the Equity Shares held by
it in any specific manner with respect to any matter.
7.3
Government's Representations and Warranties
Government represents and warrants to each of the Company and the Strategic Partner
that:
(a)
it has the power and authority to enter into and perform its obligations under
this Agreement;
(b)
this Agreement has been duly authorised, executed and delivered by it and
constitutes a valid and binding obligation enforceable against it in accordance with its
terms;
(c)
it shall vote all the voting equity shares of the Company held by it to ensure
that all provisions of this Agreement to the extent required, are incorporated in the
Articles of Association; and
(d)
except as disclosed in the Disclosed Information or the Share Purchase
Agreement, to the knowledge of the Government, neither the execution and delivery of
this Agreement by the Government, nor the performance by the Government of its
obligations hereunder nor compliance by the Government with the provisions hereof will
violate, adversely affect, contravene or breach or create a default or accelerate any
obligation under any indenture, mortgage, lease, agreement, instrument, charter or by-law
provisions, statute, regulation, judgement, ordinance, decree, writ, injunction or law
applicable to the Government.
7.4
Principals Additional Covenants, Representation and Warranties
(a)
The Principals, jointly and severally, irrevocably and unconditionally:
(i)
covenants with and guarantees to the Government that each of the Principals shall
make all efforts to ensure that the Strategic Partner shall, at all times, fully and faithfully
perform and discharge all its obligations under this Agreement and that the Strategic
Partner shall, at all times, duly comply with all the terms and conditions of this
Agreement;
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