3.4. The Parties have agreed that the Shares will not be deemed pledged in favour of the Seller until payment in full.
4.1. Completion shall take place on the Completion Date.
4.2. At Completion:
(b) the Seller shall deliver to the Purchaser:
(ii) a duly and validly executed counterpart of any Transfer Document which is necessary to effect the transfer of the Shares to the Purchaser and which is required to be executed by the Seller; and
(iii) a copy of the spouse consent (if applicable);
(c) the Purchaser shall deliver to the Seller a duly and validly executed counterpart of any Transfer Document which is necessary to effect the transfer of the Shares for Sale to the Purchaser and which is required to be executed by the Purchaser.
4.2. If either Party does not comply with its obligations under this Clause 4 in any respect (the “Defaulting Party”), the other Party (the “Non-Defaulting Party”) shall not be obliged to complete the transfer of the Shares or perform any of its obligations set out in Clause 3 and Clause 4.2 and the Non-Defaulting Party may in its absolute discretion (in addition and without prejudice to any other right or remedy available to it hereunder or at common law) by written notice to the Defaulting Party:
(b) defer Completion to such other date as the Non-Defaulting Party may specify (and so that the provisions of this Agreement relating to Completion shall apply mutatis mutandis);
(c) waive all or any of the Defaulting Party’s requirements contained or referred to in Clause 4.2 (as applicable) at its discretion and proceed to Completion so far as practicable, without prejudice to any rights against the Defaulting Party for breach of contract or otherwise under this Agreement; or
(d) terminate this Agreement by notice in writing to the Defaulting Party.
4.3. Where the Non-Defaulting Party terminates this Agreement pursuant to Clause 4.3(c), each Party’s further rights and obligations shall cease immediately on such termination, but such termination shall not affect a Party’s accrued rights and obligations at termination. The Surviving Provisions shall continue to have effect, notwithstanding the termination of this Agreement under Clause 4.3(c).
5. Representations and Warranties
5.1. Each Party represents and warrants to the other Party as of the Effective Date and as of the Completion Date that:
(a) it has full power and authority and has taken all necessary action to enter into, execute, deliver, and perform its obligations under this Agreement and any other Transaction Document to which it is a party;
(b) it has obtained all requisite approvals and complied with all contractual obligations before third parties required to permit it to enter into and perform its obligations under this Agreement and each other Transaction Document to which it is a party;
(c) the obligations of such Party under this Agreement constitute, and the obligations of such Party under each other Transaction Document to which it is a party will, when executed, constitute legal, valid, and binding obligations of such Party enforceable against such Party in accordance with their respective terms;
(d) the execution, delivery, and performance of this Agreement and each other Transaction Document to which it is a party does not and will not conflict with, or constitute a default or a breach under, any provision of:
(ii) any contract, agreement, or other instrument to which it is a party or by which it is bound;
(iii) any law to which it or any of its property are subject or by which they are bound,
in each case where such conflict, default or breach would materially adversely affect the ability of such Party to perform any of its obligations under this Agreement or any other Transaction Document to which it is a party;
(e) it is not insolvent or bankrupt under the Applicable Law, nor a bankruptcy or any similar petition has been filed in respect of it, nor there are any grounds for the above events; and
(f) there is no litigation pending or, to its knowledge, threatened that, individually or in the aggregate, could affect such Party’s ability to perform its obligations hereunder or under any other Transaction Document to which it is a party.
6. Effect of Completion
This Agreement shall, as regards the Warranties and any other of its provisions remaining to be performed or capable of having or taking effect following the Completion Date, remain in full force and effect following the Completion Date.
7.1. Subject to Clause 7.2, each Party undertakes to the other Party that it shall (and shall procure that its Affiliates and its Affiliates’ respective directors, officers, employees, counsel and professional advisors, including auditors and legal counsel shall) treat as confidential all information received or obtained from such other Party and its Affiliates as a result of negotiating, entering into or performing this Agreement.
7.2. Clause 7.1 does not apply to disclosure by a Party of any such information as is referred to in that Clause:
(a) which is necessary for the protection of the disclosing Party’s rights under this Agreement or enforcement of the terms of this Agreement;
(b) which is required to be disclosed by law, provided that such disclosure will, so far as is practicable, be made (i) after consultation with the other Party, and (ii) after taking into account that Party’s reasonable requirements as to the timing, content, and manner of making or dispatch of such disclosure;
(c) to any director, officer, employee, counsel or professional advisor, including auditors and legal counsel, or bankers of such Party or of its Affiliates whose function requires him/her to have the relevant confidential information, provided that such Party procures that such recipient complies with the restrictions provided in this Clause 7; or
(d) to the extent that the information has already been made public by, or with the consent of, the non-disclosing Party.
8. Further Assurance
Each Party will (at its own cost and expense) do, execute and perform all such further deeds, documents, instruments, assurances, acts and things as may be required, or as may be reasonably requested by the other Party, to give effect to the terms of this Agreement and the transactions contemplated hereby.
9. Entire Agreement
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all and any previous agreements, arrangements and understandings between the Parties relating to the subject matter of this Agreement.
10. Variation and Waiver
10.1. No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party.
10.2. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.1. If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, in whole or in part, under the laws of any jurisdiction, that shall not affect:
(a) the legality, validity, or enforceability in that jurisdiction of any other provision of this Agreement; or
(b) the legality, validity, or enforceability under the laws of any other jurisdiction of that or any other provision of this Agreement.
11.2. If at any time any provision of this Agreement is or becomes invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a manner acceptable to the Parties in order that the transaction contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.
Neither Party may assign or transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
13. Rights of Third Parties
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.
14.1. Any notice (including any request, demand, waiver, approval, consent or other communication) given under or in connection with this Agreement shall be in writing, in the English language and shall be deemed to have been duly given if (i) delivered personally, (ii) sent by international courier service, or (iii) sent by e-mail, to, in each case, the following addresses for each Party: