ASSOCIATION OF THE COMPANY: THE BUYER IS AWARE OF THE
NEW ARTICLES OF ASSOCIATION OF THE COMPANY AND ACCEPTS THE PROVISIONS THEREOF AS
BINDING UPON ITSELF AS FROM THE DATE OF CLOSING;
8.2
ORGANISATION. THE BUYER IS A STOCK CORPORATION DULY ORGANIZED AND
VALIDLY EXISTING UNDER THE LAWS OF AUSTRIA;
8.3
AUTHORITY. THE BUYER HAS ALL REQUISITE POWER AND AUTHORITY TO
ENTER INTO, EXECUTE, DELIVER AND PERFORM THIS AGREEMENT, IN PARTICULAR TO BUY
AND ACCEPT THE TRANSFER OF THE QUOTA FROM THE SELLER, IN ACCORDANCE WITH ITS
TERMS AND THE OTHER DOCUMENTS REFERRED TO IN IT. AS OF CLOSING, THE BUYER, ITS
RESPECTIVE SHAREHOLDERS, CORPORATE AND SUPERVISORY BOARDS, AS APPLICABLE, HAVE
TAKEN ALL NECESSARY ACTIONS, STEPS AND PROCEEDINGS TO APPROVE OR AUTHORIZE,
VALIDLY AND EFFECTIVELY, THE ENTERING INTO, AND THE EXECUTION, DELIVERY AND
PERFORMANCE OF, THIS AGREEMENT AND THE PURCHASE AND TRANSFER OF THE QUOTA FROM
THE SELLER AND THE AGREEMENT CONSTITUTES A VALID AND BINDING OBLIGATION OF
BUYER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
8.4
NO VIOLATION. NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY BUYER, NOR THE CONSUMMATION OF THE TRANSACTION WILL (I)
CONFLICT WITH OR VIOLATE ANY PROVISION OF BUYER'S ORGANISATIONAL DOCUMENTS, ANY
AGREEMENT TO WHICH IT IS A PARTY OR ANY JUDGMENT, ORDER OF ANY COURT OR
GOVERNMENTAL BODY BY WHICH IT IS BOUND, OR (II) VIOLATE ANY LAW OR PERMIT
APPLICABLE TO IT.
8.5
LITIGATION.
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING,
OR TO THE BUYER'S KNOWLEDGE, THREATENED IN WRITING BEFORE ANY GOVERNMENTAL
AUTHORITY OR ARBITRATOR AGAINST THE BUYER OR ANY SUBSIDIARY OF THE BUYER WHICH
ARE REASONABLY LIKELY TO IMPAIR MATERIALLY THE BUYER'S ABILITY TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
8.6
FINANCING.
THE BUYER HAS SUFFICIENT CASH, AVAILABLE LINES OF
CREDIT OR OTHER SOURCES OF IMMEDIATELY AVAILABLE FUNDS (IN EUR) TO ENABLE IT TO
MAKE THE PAYMENTS REQUIRED TO BE MADE BY IT AT CLOSING UNDER CLAUSE 5.2.
FURTHERMORE, THE BUYER HAS THE FINANCIAL CAPABILITY TO SATISFY THE PAYMENT
OBLIGATIONS IT WILL ASSUME UNDER THE SZOLNOK JOA FOLLOWING CLOSING AND THE BUYER
UNDERTAKES TO FORTHWITH PROVIDE, FOR AND ON BEHALF OF THE COMPANY IN DISCHARGE
OF ITS OBLIGATIONS SET OUT IN CLAUSE 12.3 OF THE SZOLNOK JOA, EVIDENCE
REASONABLY SATISFACTORY TO THE OTHER PARTIES TO THE SZOLNOK JOA THAT FOLLOWING
CLOSING IT SHALL CONTINUE TO HAVE THE FINANCIAL CAPABILITY TO SATISFY ITS
PAYMENT OBLIGATIONS UNDER THE SZOLNOK JOA.
23
8.7
LIABILITY FOR BROKERS' FEES.
NEITHER THE
SELLER NOR ANY OF ITS AFFILIATES SHALL DIRECTLY OR INDIRECTLY HAVE ANY
RESPONSIBILITY, LIABILITY OR EXPENSE, AS A RESULT OF UNDERTAKINGS OR AGREEMENTS
OF THE BUYER, FOR BROKERAGE FEES, FINDER'S FEES, AGENT'S COMMISSIONS OR OTHER
SIMILAR FORMS OF COMPENSATION TO AN INTERMEDIARY IN CONNECTION WITH THE
NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT OR
TRANSACTION CONTEMPLATED HEREBY.
8.8
THE BUYER SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS THE SELLER AGAINST ANY AND ALL DAMAGES SUFFERED OR SUSTAINED BY THE
SELLER OR THE COMPANY AS A RESULT OF ANY BREACH