GUARANTOR’S WARRANTIES. 4.1 Guarantor represents, warrants and covenants to Lender that: (a) Guarantor is an affiliate of Borrower and will benefit from the Loan and the execution and delivery of the Documents; (b) Guarantor is a corporation duly organized and now existing in good standing under the laws of the State of Florida and is duly qualified and in good standing and authorized to do business in all jurisdictions wherein the location and nature of the properties used or its business, as the same is presently or proposed to be conducted, makes such qualification necessary; and will maintain its corporate existence and right to carry on operations and acquire, maintain and renew all rights, contracts, powers, privileges, leases, lands, sanctions and franchises necessary or useful in the conduct of Guarantor's business operations; (c) Guarantor has the requisite power and authority to carry on its business as presently conducted; and the execution, delivery and performance by Guarantor of this Guaranty has been duly authorized by all necessary corporate action and does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under the governance documents of Guarantor, or any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect; (d) neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect; (e) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms; (f) there is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty; (g) Guarantor is fully familiar with all of the covenants, terms and conditions of the Documents; (h) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might have a material adverse effect on its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder; (i) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (j) the execution and delivery of this Guaranty will not (based on the reasonable likelihood any contingent obligations shall become actual obligations) (i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result in the incurrence of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature; and
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GUARANTOR’S WARRANTIES. 4.1 Guarantor represents, The Seller Parent hereby warrants and covenants to Lender the Purchaser on the date of this Deed that:
(a) Guarantor it is an affiliate a public limited company, duly established and validly existing under the laws of Borrower India and will benefit from has the Loan power to own its assets and carry on its business as it is being conducted as at the execution and delivery of the Documentsdate hereof;
(b) Guarantor is a corporation duly organized and now existing in good standing under the laws financial obligations of the State of Florida and is duly qualified and Seller Parent in good standing and authorized its capacity as the Guarantor, when taken as a whole together with other similar financial obligations referred to do business in all jurisdictions wherein the location and nature ODI Regulations (as defined below) of the properties used Seller Parent, are within the limits imposed by the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 and the Master Circular dated 1 July 2012 on Direct Investments by Residents in a Joint Venture or Wholly Owned Subsidiary Abroad issued by the Reserve Bank of India ("RBI") and such other circulars and notifications issued by the RBI varying, amending, supplementing or replacing the aforementioned regulation and circular (together the "ODI Regulations") and other applicable foreign exchange regulations of the Reserve Bank of India and, when taken together with such other obligations, do not exceed 400% of its business, Net Worth (as the same is presently or proposed to be conducted, makes such qualification necessary; and will maintain its corporate existence and right to carry on operations and acquire, maintain and renew all rights, contracts, powers, privileges, leases, lands, sanctions and franchises necessary or useful defined in the conduct ODI Regulations) on the date of Guarantor's business operationsthe last audited balance sheet);
(c) Guarantor the obligations expressed to be assumed by it under this Deed are legal, valid, binding and enforceable obligations;
(d) it has the requisite full power and authority to carry on enter into, execute and deliver this Deed and to perform its business as presently conducted; obligations hereunder, and has taken all necessary action to authorise its entry into, performance and delivery of, this Deed and the executiontransactions contemplated by it;
(e) any and all authorisations (of whatever kind) required or necessary to enable it lawfully to enter into, delivery and performance by Guarantor of exercise its rights and comply with its obligations pursuant to, this Guaranty has been duly authorized by all necessary corporate action Deed and does not and will not conflict with or contravene any lawto make this Deed admissible in evidence in England, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under the governance documents of Guarantor, or any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender or effected and are in full force and effect;; and
(df) neither the execution and the delivery by Guarantor of this Guaranty Deed, nor the performance by Guarantor hereunder requires the consentSeller Parent of its obligations hereunder, approvalwill violate or conflict with any Applicable Law, order statute, regulation, rule, injunction, judgment, order, decree or authorization of, or registration with, or ruling of any Governmental Authority to which the giving of notice to any governmental authority, domestic or foreignSeller Parent is subject, or any other person provision of its organizational or entityconstitutional documents or any agreement, except such consents as have been obtained by Guarantor and delivered deed or instrument binding on it or any of its assets to Lender and are in full force and effect;
(e) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms;
(f) there which the Seller Parent is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty;
(g) Guarantor is fully familiar with all party. ▇▇▇ hereby agrees that it shall take the necessary steps to apply for approval of the covenantsRBI if required, terms as soon as reasonably practicable after the date hereof and conditions of that it shall use its best efforts to obtain the Documents;
(h) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might have a material adverse effect on its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder;
(i) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor;
(j) the execution and delivery of this Guaranty will not (based on the reasonable likelihood any contingent obligations shall become actual obligations)
(i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result in the incurrence of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and RBI approval as they become due; and soon as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature; andreasonably practicable thereafter.
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GUARANTOR’S WARRANTIES. 4.1 The Guarantor representswarrants to the Buyer that each of the following statements is at the date of this Agreement true, warrants accurate and covenants to Lender thatnot misleading in any respect:
(ai) Guarantor is an affiliate of Borrower it has the requisite capacity, power and will benefit from the Loan authority, and has taken all necessary corporate action to enable it, to enter into, and perform all its obligations under, this Agreement;
(ii) this Agreement constitute its legal, valid and binding obligations enforceable against it in accordance with its terms;
(iii) the execution and delivery of the Documents;
(b) Guarantor is a corporation duly organized and now existing in good standing under the laws of the State of Florida and is duly qualified and in good standing and authorized to do business in all jurisdictions wherein the location and nature of the properties used or its businessof, as the same is presently or proposed to be conducted, makes such qualification necessary; and will maintain its corporate existence and right to carry on operations and acquire, maintain and renew all rights, contracts, powers, privileges, leases, lands, sanctions and franchises necessary or useful in the conduct of Guarantor's business operations;
(c) Guarantor has the requisite power and authority to carry on its business as presently conducted; and the execution, delivery and performance by Guarantor by, it of this Guaranty has been duly authorized by all necessary corporate action and Agreement does not and will not conflict with result in a breach of, or contravene constitute any lawdefault under, ruleany law or regulation applicable to it, regulationany order, judgment, order judgement or decree of by any government, court or governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under the governance documents of Guarantor, or any agreement or instrument of any kind unto agency to which Guarantor it is a party or by which Guarantor it is bound, its constitutional documents or its properties may be bound or affected, except for those as any agreement to which consents it is a party;
(iv) all consents, licences, approvals and authorisations required for it to enter into and perform its obligations under this Agreement and the transactions contemplated by it have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(dv) neither no action, suit, proceeding, litigation or dispute against it is presently taking place or pending or, to its knowledge, threatened which would or might reasonably be expected to inhibit its ability to perform its obligations under this Agreement; and
(vi) in so far as it is a body corporate:
(A) it is a body corporate duly incorporated and existing under the execution and delivery by Guarantor laws of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are jurisdiction in full force and effectwhich it is incorporated;
(eB) this Guaranty no order has been duly executed made or petition presented or resolution passed for its winding up, no provisional liquidator has been appointed in relation to it, and delivered by Guarantor no meeting has been convened for the purpose of its winding up, and constitutes a legal, valid and binding obligation it is not insolvent or unable to pay its debts as they fall due within the meaning of Guarantor enforceable against Guarantor in accordance with its termsany insolvency legislation applicable to it;
(fC) no administration order has been made and no petition for such an order has been presented in respect of it and no notice has been given or filed in relation to the appointment of an administrator of it;
(D) no receiver (which expression shall include an administrative receiver) has been appointed over the whole or any part of it’s property, assets and/or undertaking and there is no action, litigation unfulfilled or other proceeding pending unsatisfied judgment or threatened court or tribunal order outstanding against Guarantor before any court, arbitrator or administrative agency which it in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guarantyrelation to the foregoing;
(gE) Guarantor is fully familiar no voluntary arrangement has been proposed or entered into by it with all any of the covenantstheir respective creditors under any insolvency legislation applicable to it, terms and conditions nor has any scheme of the Documents;
(h) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might have a material adverse effect on its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder;
(i) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor;
(j) the execution and delivery of this Guaranty will not (based on the reasonable likelihood any contingent obligations shall become actual obligations)
(i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature arrangement of its businessaffairs or other scheme or compromise or arrangement, in each case between it and its creditors or (iii) result any class of its creditors been proposed, approved or sanctioned in the incurrence respect of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they matureit; and
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GUARANTOR’S WARRANTIES. 4.1 The Guarantor representsrepresents and warrants to the Buyer that each of the following statements is true, warrants complete and covenants to Lender thataccurate at the date of this Agreement and will be true, complete and accurate on the Completion Date:
(a) Guarantor is an affiliate of Borrower and will benefit from the Loan and the execution and delivery of the Documents;
(b) Guarantor is a corporation duly organized and now existing in good standing under the laws of the State of Florida and is duly qualified and in good standing and authorized to do business in all jurisdictions wherein the location and nature of the properties used or its business, as the same is presently or proposed to be conducted, makes such qualification necessary; and will maintain its corporate existence and right to carry on operations and acquire, maintain and renew all rights, contracts, powers, privileges, leases, lands, sanctions and franchises necessary or useful in the conduct of Guarantor's business operations;
(c) Guarantor it has the requisite full power and authority to carry on its business as presently conducted; enter into this Agreement and has taken all necessary action to authorise the execution, delivery and performance by Guarantor of this Guaranty has been duly authorized by all necessary corporate action and does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under the governance documents of Guarantor, or any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(d) neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;
(e) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor Agreement in accordance with its terms;
(b) this Agreement has been duly executed and delivered by it and constitutes its legally valid and binding obligations and is enforceable against it in accordance with its terms;
(c) the execution, delivery and performance by it of this Agreement will not breach any provision of:
(i) any Law or any order or decree of any Governmental Agency;
(ii) any Encumbrance or other document which is binding on it;
(d) no petition or other process for winding-up or dissolution has been presented or threatened in writing against it and, so far as it is aware, there are no facts, matters or circumstances justifying such a petition or other process;
(e) no receiver, receiver and manager, liquidator, administrator, controller, trustee or similar official has been appointed over all or any part of its assets or undertaking and, so far as it is aware, there are no facts, matters or circumstances justifying such an appointment;
(f) no writ of execution has issued against it or any of its assets and, so far as it is aware, there is are no actionfacts, litigation matters or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have circumstances justifying such a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guarantywrit;
(g) Guarantor is fully familiar it has not entered into or taken steps or proposed to enter into any arrangement or composition or compromise with all or a class of the covenants, terms and conditions of the Documentsits creditors;
(h) except for the agreement(s) disclosed on financial statements previously submitted it is able to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might have a material adverse effect on pay its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder;debts as and when they fall due; and
(i) it is not taken under applicable laws to be unable to pay its debts and has not stopped or suspended, or threatened to stop or suspend, payment of all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition or a class of Guarantor;its debts. 17 Period after completion
17.1 Appointment of proxy
(ja) From Completion until the execution and delivery Sale Shares are registered in the name of this Guaranty will not (based on the reasonable likelihood any contingent obligations shall become actual obligations)Buyer, each Seller:
(i) render Guarantor insolvent under generally accepted accounting principles, irrevocably appoints the Buyer as the sole proxy of that Seller to attend shareholders’ meetings and exercise the votes attaching to the Sale Shares of that Seller;
(ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or must not attend and vote at any shareholders’ meetings; and
(iii) result must take all other actions in the incurrence capacity of debts a registered holder of the Sale Shares of that Seller as the Buyer directs.
(whether matured b) The Buyer indemnifies each Seller against all Loss suffered or unmaturedincurred by it arising from, liquidated or unliquidatedin connection with, absolute, fixed or contingent) beyond Guarantor's ability any action taken by the Buyer under the proxy referred to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature; andclause 17.1(a).
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