Representations and Warranties of the Seller

The Seller makes the representations and warranties set out in this paragraph 4.1 and acknowledges that the Purchaser has entered into this Agreement in reliance on those representations and warranties.

4.1.1. Representations and Warranties with Regard to the Seller

(a) Incorporation. The Seller is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized and is registered, to the extent required by applicable law, with all relevant registration bodies in any jurisdiction in which it carries on business or owns assets, and has full power to own the properties which it owns or will own (whether or not related to the Project) and to carry out the businesses which it carries out or will carry out (whether or not related to the Project);

(b) Corporate power and authority. The Seller has the power to execute this Agreement and perform its obligations under this Agreement and has taken all necessary actions to ensure the legal validity of the execution of this Agreement and performance of its obligations under this Agreement; the representatives of the Seller are duly authorized to enter into this Agreement according to the applicable laws and corporate by-laws, including constituent documents of the Seller;

(c) Ownership right to the Share. By the time of execution of this Agreement the Seller holds 80% of the charter capital of the Company which has been duly acquired by the Seller. The Seller’s charter capital contribution is declared and registered in the amount of 80,000 (eighty thousand) USD, and 60,000 (sixty thousand) USD (60%) has been paid up as of the date of this Agreement; [CLIENT: IS IT POSSIBLE TO ALIENATE THE SHARE IN THE CHARTER CAPITAL IF IT HAS NOT BEEN FULLY PAID?]

(d) Permits and licenses. The Seller has obtained all licenses, approvals, consents, filings and registrations of or with all relevant Governmental Authorities that are required in connection with its entering into this Agreement and performing its obligations under this Agreement (if any);

(e) Compliance with applicable laws. Entry into this Agreement and performance of its obligations under this Agreement do not and will not violate the constituent documents of the Seller or any applicable law or regulation;

(f) Binding obligation. This Agreement constitutes the Seller’s legal, valid and binding obligation.

Date: 2015-02-16; view: 735