The Vendors. (a) Each of the Vendors severally warrants that they have the capacity and financial capability to comply with and perform all of their covenants and obligations under each of the Transactional Agreements to which they are or may become a party.
The Vendors. (a) In respect of each of the Vendors who are incorporated, they severally warrant that they are a corporation duly organised, validly existing and in good standing under the laws of the jurisdiction they are incorporated in and have all requisite corporate powers and authority to execute and deliver this Agreement and to carry out and perform their obligations under the Agreement and the Certificate. Each of the Vendors severally warrants that they have the capacity and financial capability to comply with and perform all of their covenants and obligations under each of the Transactional Agreements to which they are or may become a party.
The Vendors. 15 THIS AGREEMENT is made on 2004 BETWEEN:
The Vendors. Lxx Xxx Sing: Address: No 27, Jxx Xx 0/0, Xxxxx Xxxxx Xxxxx, 00000 Xxxxxxx, Xxxxxxxx Lxxxx Yxx Xxxx: Address: 11-2-3, Menara Antara, Jln Bkt Ceylon Menara Axxxxx, 00000 Xxxxx Xxxxxx, XX Xxxxx Xxxxxx
The Vendors. GUARANTOR'S GUARANTEE --------------------------------------------------------------------------------
The Vendors. 1.1.1 The Vendors are the beneficial and legal owners of the Shares as set out in the first schedule and are entitled to sell the Shares to the Purchaser free from all security interests, pledges, mortgages, liens, charges, adverse claims and restrictions of any kind, whether created by law or in equity, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (together "Encumbrance") and without the consent of any third party.
The Vendors. 4.1.1 warrant, represent and undertake to the Purchaser in the terms of the Warranties, provided however that the Purchaser will not be entitled to claim that any fact or combination of facts constitutes a breach of any of the Warranties if and to the extent that such fact or combination of facts has been fully and fairly disclosed in the Disclosure Letter;
The Vendors. (a) At Completion, each Vendor shall deliver the following documents or items to the Purchaser or at the Purchaser’s direction:
The Vendors. (a) shall not, and shall cause all other members of the Vendors' Group, and each of their respective directors, officers or employees or advisors or agents or representatives not to, disclose to any person Confidential Information; and
The Vendors. 2.1 The Vendor in question has obtained all applicable governmental, statutory, regulatory, or other consents, licences, waivers or exemptions required to empower him to enter into and to perform his obligations under this Deed and the other documents to be executed by him as contemplated herein and, accordingly, that Vendor has the full legal right and power to sell and transfer all his Shares to the Purchaser in accordance with the provisions of this Deed which, together with the other documents to be executed by that Vendor as contemplated herein, shall upon execution and delivery be valid and binding upon that Vendor.