Chrysalis Sample Clauses

Chrysalis. (a) On the Notarisation Date and on the Closing Date SEB and Balni are the sole and unrestricted owners of the shares in Chrysalis. (b) On the Notarisation Date and on the Closing Date, the shares in Chrysalis are free and clear of any liens, encumbrances or other rights of third parties, and there are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any of the shares in Chrysalis. (c) On the Notarisation Date and on the Closing Date, Chrysalis has been duly established under the laws of Belgium and exists under the laws of Belgium. (d) On the Notarisation Date and on the Closing Date, Chrysalis has all corporate powers to conduct its business as presently conducted. (e) Annex 10.2.1(e) contains true and correct copy of the articles of association of Chrysalis as presently in effect. (f) On the Notarisation Date and on the Closing Date no bankruptcy or insolvency proceedings are pending with respect to Chrysalis. (g) On the Notarisation Date and on the Closing Date, Chrysalis is not a party to any agreement which would permit any third party to control Chrysalis or obligate Chrysalis to transfer profits to any such third party. (h) On the Notarisation Date and on the Closing Date, Chrysalis holds no interest or share in any other company except the Balni Share. (i) On the Notarisation Date no lawsuit or other proceeding are pending (rechtshängig) against Chrysalis before any court, arbitrator or governmental and, to the SEB’s best knowledge, no such lawsuit or proceeding has been threatened in writing. (j) On the Notarisation Date and on the Closing Date Chrysalis is the sole legal owner of the building right described in Schedule 3.7.2. (k) On the Notarization Date and on the Closing Date Chrysalis does not have any employees. (l) On the Notarization Date and on the Closing Date, Chrysalis has all necessary licenses, permits, authorisations and consents to carry out its business and all of which are valid and enforceable. There is no reason why any of these licenses, permits, authorisations and consents would be revoked, cancelled or suspended.