Intervening Parties. The Company executes this Agreement for the purpose of consenting to all its terms and conditions, and hereby declares to have filed the Agreement in its headquarters, and undertakes to observe and enforce its provisions in accordance with the Brazilian corporation law. The Company undertakes, further, to send immediate notice to the shareholders in case it becomes aware of any agreement, fact or omission that can entail violation to this Agreement, as well as to take all the necessary actions to maintain this Agreement in full force and effect. The Company shall not be bound by any amendment hereof unless such amendment is filed with the Company. Pursuant to article 118, Paragraph 10 of the Brazilian corporation law, the Parties hereto appoint as their representatives before the Company, the same individuals referred to in Section 4.05 above.
Intervening Parties. The Intervening Parties JPL, CAS and MHT execute this Shareholders' Voting Rights Agreement, in their capacity as controlling shareholders of the Parties, for the purpose of manifesting their consent to the obligations expressly assumed by them and the rights expressly conferred upon them under this Shareholders' Voting Rights Agreement.
Intervening Parties. 8.1 The Company hereby enters into this Agreement in the capacity of an intervening party, acknowledging all its terms and undertaking to comply with all its provisions and, in particular, to file it in accordance with the provisions of article 118 of the Corporation Law.
Intervening Parties. JADI and Xxxxxx sign this Agreement in the capacity of guarantors of the Seller being jointly and severally responsible for any and all obligations assumed by the Seller under this Agreement and any other agreement mentioned herein, including, without, limitation, the obligation of the transfer of the Quotas and the fulfillment of any and all of the acts necessary to be done or executed by the Seller in order to complete the transfer of the Quotas, renouncing any and all benefits that JADI may have specially the benefits of order, division and enforceability established under Brazilian Law.”
Intervening Parties. The Company has entered into this Agreement in order to (a) demonstrate its full knowledge of the terms and conditions provided herein, including with respect to the arbitration provisions set forth in Section 14.14 below, and, where applicable, to ensure that all necessary steps will be taken for the full compliance of the terms of this Agreement; and (b) comply with the obligations attributed to them pursuant to this Agreement.
Intervening Parties. The Guarantors, the Company and the Intervening Companies hereby agree and consent unconditionally and irrevocably to the terms and conditions of this Agreement.
Intervening Parties. Each the Guarantors, the Company and the Intervening Companies expressly binds itself to this arbitration clause for all purposes provided for in this Agreement and in Law.
Intervening Parties. 5.1. The Intervening Parties execute this Amendment, in their capacity as controlling shareholders of the Parties, for the purpose of manifesting their consent to the obligations expressly assumed by them and the rights expressly conferred upon them under this Amendment.
Intervening Parties. 6.1. Clause VIII of the Original Shareholders Agreement (Intervening Parties) shall read as follows:
Intervening Parties. The Intervening Parties has entered into this Agreement in order to (a) demonstrate its full knowledge of the terms and conditions herein provided and, where applicable, to ensure that all necessary steps will be taken for the full compliance of the terms of this Agreement; and (b) comply with the obligations attributed to each of them pursuant to this Agreement. In witness whereof, the Parties hereto, together with the Company, have caused this Agreement to be duly signed in 7 (seven) counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same agreement, binding upon the Parties and the Company and their respective heirs and successors in the presence of the two (2) witnesses below. Signature page of the Share Purchase Agreement and Other Covenants, dated December 16, 2015, executed by and among Peach Tree LLC, Paulo César Cau, João Xxxxxxxxx Xxxxx, TRB Industries LLC, Xxxxxxx Xxxxxx Xxxxxxx, Compass Minerals do Basil Ltda., and, as intervening party, Produquímica Indústria e Comércio S.A. Peach Tree LLC /s/ Xxx. Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx By: Xxx. Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx Title: Attorney-in-Fact Paulo César Cau /s/ Paulo César Cau João Xxxxxxxxx Xxxxx /s/ Xxxx Xxxxxxxxx Xxxxx TRB Industries LLC /s/ Xxx. Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx By: Xxx. Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx Title: Attorney-in-Fact Xxxxxxx Xxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxx Xxxxxxx Compass Minerals do Basil Ltda. /s/ Xxxxxxx Nastromagario By: Xxxxxxx Nastromagario Title: CEO Produquímica Indústria e Comércio S.A. /s/ Xxxxxxx Xxxxxx Xxxxxxx By: Xxxxxxx Xxxxxx Xxxxxxx Title: CEO Produquímica Indústria e Comércio S.A. /s/ João Xxxxxxxxx Xxxxx By: Xxxx Xxxxxxxxx Xxxxx Title: Attorney-in-Fact Witnesses: /s/ Xxxxxx Xxxx Xxxxxx Name: Xxxxxx Xxxx Xxxxxx XX No.: 10.091.782-88 /s/ Xxxxx Xxxxxxxx X. X. Xxxxx Name: Xxxxx Xxxxxxxx C. M. Xxxxx XX No.: 2.915.565
