Corporate Status of the Target Company Sample Clauses
Corporate Status of the Target Company. 11.3.1 The statements in Recital (A) in respect of the Target Company are accurate.
11.3.2 As of Closing, no insolvency proceedings have been commenced or, to Sellers’ Knowledge, as at the date of the signing of this Agreement applied for in respect of the Target Company and the Target Company is, to Sellers’ Knowledge, not unable to pay its due debts (zahlungsunfähig), and, to Sellers' Knowledge, there are no circumstances which would require the institution of insolvency proceedings in respect of the Target Company. The Target Company has not been dissolved (aufgelöst).
11.3.3 As at Closing, the Target Company has not entered into any enterprise agreements within the meaning of §§ 291 and 292 of the Stock Corporation Act (AktG) under which the Target Company is obliged to transfer its profits (or parts thereof) or to subordinate its management (or parts thereof) to a third party.
11.3.4 Except for its shares in the Subsidiaries, the Target Company does neither directly nor indirectly hold any shares, partnership interest or equivalent participation in any entity which exceeds five per cent of the total shares or interest in such entity.
Corporate Status of the Target Company. 9.3.1 The statements in Recital (A) in respect of the Target Company are true and accurate.
9.3.2 The Target Company has been duly established and is validly existing under the laws of its jurisdiction. The Target Company has the unrestricted right, power, authority and capacity to own its assets and to conduct its business as currently conducted and to own and operate the properties and assets now owned and being operated by it.
9.3.3 No insolvency proceedings have been commenced or, to Sellers’ Knowledge, applied for in respect of the Target Company. The Target Company is neither over- indebted (überschuldet) nor unable to pay its due debts (zahlungsunfähig). The Target Company has not been dissolved (aufgelöst).
9.3.4 The Target Company has not entered into any enterprise agreements within the meaning of sec. 291 and 292 of the Stock Corporation Act (AktG) under which the Target Company is obliged to transfer its profits (or parts thereof) or to subordinate its management (or parts thereof) to a third party.
9.3.5 Except for its shares in the Subsidiaries, the Target Company does neither directly nor indirectly hold any shares, partnership interest or equivalent participation in any entity.