Common use of Representations of Vendor Clause in Contracts

Representations of Vendor. The Vendor hereby represents and warrants to the Purchaser the following: (a) the Vendor was properly founded as an Austrian company with limited liability, is entered in the commercial register at the district court in Innsbruck under FN256404s and exists legally effective. The Vendor is not in default of any of the provisions of its constating documents; (b) the Vendor has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. This Agreement is to be executed by the Vendor, when executed and delivered as contemplated herein or therein, will be duly and validly authorized, executed and delivered, and will be valid and binding obligations of the Vendor enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (c) the Vendor is the sole legal and beneficial owner of the Software free and clear of all Encumbrances, with good and marketable title thereto; (d) the Vendor has the right, power and authority to sell, assign and transfer the Software to the Purchaser on the terms and conditions contained herein; (e) no person (including no Vendor Affiliate (as defined herein)) has any right, agreement or option, or any right or privilege (whether legal, beneficial, court ordered, pre-emptive, contractual or otherwise) capable of becoming a right, agreement or option, for the purchase or acquisition, directly or indirectly, in or to the Software (or any portion thereof) or any rights to the Software (or any portion thereof); (f) the Vendor has been in compliance with all applicable laws relating to the ownership, distribution, development, use or operation (as applicable) by the Vendor of the Software. The Vendor has not received any notice, order, complaint or other communication that the Vendor has any liability relating to the Software under any such applicable law which has not been fully discharged or extinguished or that the Vendor is not, or has not been, in compliance with any such applicable law relating to the Software. The Vendor has not received any written notice of, and there has not occurred, is not pending and is not threatened, any investigation or review by any Governmental Authority with respect to the Vendor regarding a violation of any applicable law by the Vendor relating to the ownership, distribution, development, use or operation (as applicable) of the Software; (g) there are no bankruptcy proceedings pending, being contemplated by or threatened against the Vendor; (h) the Vendor has not made, granted or entered into any assignment, encumbrance, license or other agreement affecting the Software (or any portion thereof); (i) there are to the best knowledge of the Vendor no third party Intellectual Property rights relating to the Software included or embodied in the Software. The Vendor does not owe any compensation or remuneration to a current or former employee, officer, director, consultant or contractor of the Vendor for any Software, including with respect to any copyright included in the Intellectual Property relating to the Software that is a work of any current or former employee, officer, director, consultant or contractor of the Vendor. There is no copyright, or other Intellectual Property rights included in the Software that is owned, exclusively licensed, or otherwise held by a current or former employee, officer, director, consultant or contractor of the Vendor; (j) the entry by the Vendor into this Agreement and the consummation of the transactions contemplated hereby, will not result in the violation of any term or provision of any instrument or agreement, written or oral, to which the Vendor may be a party or to which the Software may be subject, and will not result in the violation of any applicable law or regulation to which the Vendor or the Software may be subject; (k) there has to the best knowledge of the Vendor been no violation, infringement or misappropriation of any third party’s rights (or any claim thereof) by the ownership, development, manufacture, sale or use of the Software (or any portion thereof); (l) there are no actions, suits, proceedings (whether or not purportedly on behalf of the Vendor) or investigations, pending or, to the best of the Vendor’s knowledge, threatened against or affecting the Vendor or the Software which might result in the impairment or loss of any of the Vendor’s rights, title or interests in or to the Software, or which might otherwise have a material adverse effect on the Software (including, but not limited to, any action, suit or proceeding which might prevent or otherwise impair the ability of the Vendor to sell, assign, transfer and convey the Software (or any part thereof) to the Purchaser), at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign and the Vendor is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (m) the Vendor is not in material default or breach of any material contracts, agreements, written or oral, indentures or other instruments to which it is a party and which in any way affect the Software or the ability of the Vendor to sell, assign, transfer and convey the Software (or any part thereof) to the Purchaser, and there are no facts, which, after notice or lapse of time or both, that would constitute such a default or breach; (n) the execution, delivery and performance of this Agreement by the Vendor will not result in any violation of, or be in conflict with or constitute a default under (i) any judgment, decree, or order of any court, arbitrator or other governmental authority, or (ii) any statute, regulation, rule, ordinance or license of any governmental authority, including, without limitation, all foreign, federal, state and local laws applicable to the Vendor or to which the Software may be subject; (o) the Vendor is not in default, and has not received any notice of default, with respect to any order, writ, injunction or decree of any court or of any commission or administrative agency, which might result in the impairment or loss of any of the Vendor’s respective interests in and to the Software, or which might otherwise have a material adverse effect on the Software or impair the ability of the Vendor to sell, assign, transfer and convey the Software to the Purchaser; (p) the Vendor has made full disclosure to the Purchaser of all aspects of the Software and has made all of its books and records available to the representatives of the Purchaser in order to assist the Purchaser in the performance of its due diligence searches and no material facts in relation to the Software have been concealed by the Vendor; and (q) at the request of the Purchaser, the Vendor shall, before and after the Closing Date, execute and deliver to the Purchaser all documents, and shall do all such other acts and things, as may be necessary or desirable to complete and ensure and perfect the sale, assignment, transfer and conveyance of the Software to the Purchaser.

Representations of Vendor. 5.1 The Vendor hereby represents and warrants to the Purchaser as warranties that are to continue and to survive the followingClosing, the accuracy and fulfilment of which are conditions of the obligation of the Purchaser to undertake the purchase, severally waivable unilaterally by the Purchaser at its election, that: (a) the Vendor was properly founded as an Austrian company with limited liability, is entered in the commercial register at the district court in Innsbruck under FN256404s and exists legally effective. The Vendor is not in default of any of has and will at all material times have the provisions of its constating documentspower, authority and capacity to enter into this Agreement and to carry out the transactions contemplated hereby; (b) the Vendor has all requisite corporate power and authority to execute and deliver this Agreement and to perform all The completion of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. This Agreement is to be executed by the Vendor, when executed and delivered as contemplated herein or therein, hereby will be duly and validly authorized, executed and delivered, and will be valid and binding obligations of the Vendor enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (c) the Vendor is the sole legal and beneficial owner of the Software free and clear of all Encumbrances, with good and marketable title thereto; (d) the Vendor has the right, power and authority to sell, assign and transfer the Software to the Purchaser on the terms and conditions contained herein; (e) no person (including no Vendor Affiliate (as defined herein)) has any right, agreement or option, or any right or privilege (whether legal, beneficial, court ordered, pre-emptive, contractual or otherwise) capable of becoming not constitute a right, agreement or option, for the purchase or acquisition, directly or indirectly, in or to the Software (or any portion thereof) or any rights to the Software (or any portion thereof); (f) the Vendor has been in compliance with all applicable laws relating to the ownership, distribution, development, use or operation (as applicable) breach by the Vendor of the Software. The Vendor has not received any notice, order, complaint statute or other communication that the Vendor has any liability relating to the Software under any such applicable law which has not been fully discharged or extinguished or that the Vendor is not, or has not been, in compliance with any such applicable law relating to the Software. The Vendor has not received any written notice of, and there has not occurred, is not pending and is not threatened, any investigation or review by any Governmental Authority with respect to the Vendor regarding a violation of any applicable law by the Vendor relating contract, agreement or Court order to the ownership, distribution, development, use or operation (as applicable) of the Software; (g) there are no bankruptcy proceedings pending, being contemplated by or threatened against the Vendor; (h) the Vendor has not made, granted or entered into any assignment, encumbrance, license or other agreement affecting the Software (or any portion thereof); (i) there are to the best knowledge of the Vendor no third party Intellectual Property rights relating to the Software included or embodied in the Software. The Vendor does not owe any compensation or remuneration to a current or former employee, officer, director, consultant or contractor of the Vendor for any Software, including with respect to any copyright included in the Intellectual Property relating to the Software that which he is a work of any current or former employee, officer, director, consultant or contractor of the Vendor. There is no copyright, or other Intellectual Property rights included in the Software that is owned, exclusively licensed, or otherwise held party by a current or former employee, officer, director, consultant or contractor of the Vendor; (j) the entry by the Vendor into this Agreement and the consummation of the transactions contemplated hereby, will not result in the violation of any term or provision of any instrument or agreement, written or oral, to which the Vendor he may be a party or to which the Software may be subjectbound, and will not result in the violation creation of any applicable law lien, encumbrance or regulation other charge on any of the Headlines Undertaking or permit any other person to which terminate any agreement for the sale to or purchase from the Vendor or the Software may be subject; (k) there has to the best knowledge of the Vendor been no violation, infringement or misappropriation of any third party’s rights (or any claim thereof) by the ownership, development, manufacture, sale or use of the Software (or any portion thereof); (l) there are no actions, suits, proceedings (whether or not purportedly on behalf of the Vendor) or investigations, pending or, to the best of the Vendor’s knowledge, threatened against or affecting the Vendor or the Software which might result in the impairment or loss of any of the Vendor’s rightsHeadlines Undertaking; (c) The Vendor will at the Closing Time have good and marketable title to the Headlines Undertaking, free and clear of all liens, mortgages, encumbrances, equities, impediments to title or interests in claims of every kind and nature whatsoever; Schedule I contains a complete list of all the Headlines Undertaking; (d) No certification of any bargaining agent is outstanding or so far as the Vendor is aware applied for with respect to any employee of the Software, or which might otherwise have a material adverse effect on the Software (including, but not limited to, any action, suit or proceeding which might prevent or otherwise impair the ability Headlines Undertaking of the Vendor to sell, assign, transfer and convey the Software (or any part thereof) to the Purchaser), at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign and the Vendor is not aware now and at the Closing Time will not be a party to any collective bargaining agreement or other agreement with a trade union by which the Purchaser will be bound by virtue of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood the purchase of successthe Headlines Undertaking and the assumption by the Purchaser of the Headlines Undertaking; (me) The Vendor has not nor will he have at the Vendor is not in material default Closing Time any indebtedness to any person, firm or breach corporation or government body or agency which might by operation of law or otherwise now or hereafter constitute a lien, charge or encumbrance on any material contracts, agreements, written or oral, indentures or other instruments to which it is a party and which in any way affect the Software or the ability of the Headlines Undertaking. (f) The Vendor will have prior to sell, assign, transfer the Closing Time terminated all his employees and convey the Software (or any part thereof) will have paid such employees all holiday and severance allowances payable to such employees and will provide evidence of such severance and payment to the Purchaser, and there are no facts, which, after notice or lapse of time or both, that would constitute such a default or breach;. (ng) The Vendor at the execution, delivery and performance of this Agreement by the Vendor Closing Time will not result in be party to or threatened with any violation of, or be in conflict with or constitute a default under (i) any judgment, decree, or order of any court, arbitrator litigation or other governmental authority, proceeding involving the right to title or (ii) any statute, regulation, rule, ordinance or license of any governmental authority, including, without limitation, all foreign, federal, state and local laws applicable to the Vendor or to which the Software may be subject; (o) the Vendor is not in default, and has not received any notice of default, with respect to any order, writ, injunction or decree of any court or of any commission or administrative agency, which might result in the impairment or loss possession of any of the Vendor’s respective interests in Headlines Undertaking and no claim has been made or threatened against the Vendor regarding his right to the Software, use or which might otherwise have a material adverse effect on the Software or impair the ability sell any of the Vendor to sell, assign, transfer and convey the Software to the Purchaser;Headlines Undertaking. (ph) the The Vendor has made full disclosure to the Purchaser of all aspects of the Software and has made all of its books and records available to the representatives of the Purchaser in order to assist the Purchaser in the performance of its due diligence searches and no material facts in relation to the Software have been concealed by the Vendor; and (q) at the request of the Purchaser, the Vendor shall, before and after the Closing Date, execute and shall deliver to the Purchaser all documentsrights and copyrights to all intellectual property and content and all indexed pages now contained in, and shall do archived in, or attached to the Website. (i) The Vendor confirms that the Headlines Undertaking being sold to the Purchaser is not all such other acts and things, as may be necessary or desirable to complete and ensure and perfect the sale, assignment, transfer and conveyance substantially all of the Software to assets owned by the PurchaserVendor.

Representations of Vendor. The Vendor hereby represents represents, warrants and warrants covenants to and with the Purchaser Company as follows, and acknowledge that the followingCompany is relying upon such representations, warranties covenants in entering into this Agreement and the transactions contemplated hereby: (a) The Vendor is a corporation duly organized, validly existing and in good standing under the Vendor was properly founded laws of Malaysia and has all requisite corporate power and authority to own, lease and to carry on its business as an Austrian company with limited liability, is entered in the commercial register at the district court in Innsbruck under FN256404s and exists legally effectivenow being conducted. The Vendor is not in default of any of the provisions of its constating documentsarticles of incorporation, by laws or any other organizational or governing documents of the Vendor; (b) the The Vendor has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to be signed by the Vendor and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and each of the Transaction Documents to be signed by the Vendor and the consummation by the Vendor of the transactions contemplated hereby and thereby have been, or prior to the Closing Date, will be, duly authorized by the Vendor’s board of directors. No other corporate or shareholder proceedings on the part of the Vendor are or will be necessary to authorize such documents or to consummate the transactions contemplated hereby or thereby. This Agreement is is, and the other Transaction Documents to be executed by the Vendor, when executed and delivered as contemplated herein or therein, will be duly and validly authorized, executed and delivered, and will be valid and binding obligations of the Vendor enforceable in accordance with their respective terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (3) as may be limited by public policy; (c) the The Vendor is the sole legal and beneficial owner owners of the Software free and clear of all Encumbrances, with good and marketable title thereto; (d) the The Vendor has the right, power and authority to sell, assign and transfer the Software to the Purchaser on the terms and conditions contained hereinCompany; (e) no No person (including no Vendor Affiliate (as defined herein)) has any right, agreement or option, or any right or privilege (whether legal, beneficial, court ordered, pre-emptive, contractual or otherwise) capable of becoming a right, agreement or option, for the purchase or acquisition, directly or indirectly, in or to the Software (or any portion thereof) or any rights to the Software (or any portion thereof); (f) the Vendor has been in compliance with all applicable laws relating to the ownership, distribution, development, use or operation (as applicable) by the Vendor of the Software. The Vendor has not received any notice, order, complaint or other communication that the Vendor has any liability relating to the Software under any such applicable law which has not been fully discharged or extinguished or that the Vendor is not, or has not been, in compliance with any such applicable law relating to the Software. The Vendor has not received any written notice of, and there has not occurred, is not pending and is not threatened, any investigation or review by any Governmental Authority with respect to the Vendor regarding a violation of any applicable law by the Vendor relating to the ownership, distribution, development, use or operation (as applicable) of the Software; (g) there There are no bankruptcy proceedings pending, being contemplated by or threatened against the Vendor; (hg) the The Vendor has not made, granted or entered into any assignment, encumbrance, license or other agreement affecting the Software (or any portion thereof); (ih) there are to the best knowledge of the Vendor no third party Intellectual Property rights relating to the Software included or embodied in the Software. The Vendor does not owe any compensation or remuneration to a current or former employee, officer, director, consultant or contractor of the Vendor for any Software, including with respect to any copyright included in the Intellectual Property relating to the Software that is a work of any current or former employee, officer, director, consultant or contractor of the Vendor. There is no copyright, or other Intellectual Property rights included in the Software that is owned, exclusively licensed, or otherwise held by a current or former employee, officer, director, consultant or contractor of the Vendor; (j) the entry by the Vendor into this Agreement and each of the Transaction Documents to be executed by it, and the consummation of the transactions contemplated herebyhereby and thereby, will not result in the violation of any term or provision of any instrument or agreement, written or oral, to which the Vendor may be a party or to which the Software may be subject, and will not not, to the best of the knowledge of the Vendor, result in the violation of any applicable law or regulation to which the Vendor or the Software may be subject; (ki) there has to the best knowledge The Vendor is not aware of the Vendor been no any violation, infringement or misappropriation of any third party’s 's rights (or any claim thereof) by the ownership, development, manufacture, sale or use of the Software (or any portion thereof); (j) The use of the Software by the Vendor has never given rise to any complaint alleging infringement of any patent, trademarks or other intellectual property rights of any other person; (k) The Vendor was not acting within the scope of employment of any third party when conceiving, creating or otherwise performing any activity with respect to the Software (or any portion thereof); (l) there There are no actions, suits, proceedings (whether or not purportedly on behalf of the Vendor) or investigations, pending or, to the best of the Vendor’s knowledge, threatened against or affecting any of the Vendor or the Software which might result in the impairment or loss of any of the Vendor’s rights, title or interests in or to the Software, or which might otherwise have a material adverse effect on the Software (including, but not limited to, any action, suit or proceeding which might prevent or otherwise impair the ability of the Vendor to sell, assign, transfer and convey the Software (or any part thereof) to the PurchaserCompany), at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign and the Vendor is not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (m) the The Vendor is not in material default or breach of any material contracts, agreements, written or oral, indentures or other instruments to which it is a party and which in any way affect the Software or the ability of the Vendor to sell, assign, transfer and convey the Software (or any part thereof) to the PurchaserCompany, and there are no facts, which, after notice or lapse of time or both, that would constitute such a default or breach; (n) the The execution, delivery and performance of this Agreement by the Vendor will not result in any violation of, or be in conflict with or constitute a default under (i) any judgment, decree, or order of any court, arbitrator or other governmental authority, or (ii) any statute, regulation, rule, ordinance or license of any governmental authority, including, without limitation, all foreign, federal, state and local laws applicable to the Vendor or to which the Software may be subject; (o) the The Vendor is not in default, and has not received any notice of default, with respect to any order, writ, injunction or decree of any court or of any commission or administrative agency, which might result in the impairment or loss of any of the Vendor’s respective interests in and to the Software, or which might otherwise have a material adverse effect on the Software or impair the ability of the Vendor to sell, assign, transfer and convey the Software to the PurchaserCompany; (p) the The Vendor has made full disclosure to the Purchaser Company of all aspects of the Software and has made all of its books and records available to the representatives of the Purchaser Company in order to assist the Purchaser Company in the performance of its due diligence searches and no material facts in relation to the Software have been concealed by the Vendor; and (q) at At the request and cost of the PurchaserCompany, the Vendor shall, before and after the Closing DateClosing, execute and deliver to the Purchaser Company all documents, and shall will do all such other acts and things, as may be necessary or desirable to complete and ensure and perfect the sale, assignment, transfer and conveyance of the Software to the PurchaserCompany.