Covenants and Representations and Warranties. Borrowers hereby:
Covenants and Representations and Warranties. The Shareholder and the Seller shall have performed and observed in all material respects each covenant or other obligation required to be performed or observed by them pursuant to this Agreement at or prior to the Closing. The representations and warranties of Seller contained in Article V of this Agreement shall be true and correct in all material respects at and as of the date hereof and as of the Closing Date as though made at and as of the Closing Date.
Covenants and Representations and Warranties. As of the date hereof the Borrower is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Borrower contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name:
Covenants and Representations and Warranties. As of the date hereof the Guarantor is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Guarantor contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name:
Covenants and Representations and Warranties. As of the date hereof the Borrower is in full compliance with all covenants under the Credit Documents that are applicable to it and all representations and warranties of the Borrower contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: 1 Choose as appropriate 2 Insert the relevant corporate body (Board of Directors, Executive Committee) or other group (such as shareholders), as appropriate, if this bracketed clause is applicable Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. EXHIBIT B TO CERTIFICATE OF OFFICER [BORROWER’S LETTERHEAD] Incumbency Certificate I, [•], [title] of (the “Borrower”), DO HEREBY CERTIFY, in connection with the Export Prepayment Finance Agreement dated as of March 10, 2014 among Adecoagro Vale do Ivinhema S.A. as the Borrower, the Guarantors, ING Bank N.V., as the Administrative Agent and the Collateral Agent, the Brazilian Collateral Agent, the Lead Arranger and the Lenders party thereto (the “Agreement”), that the following statements are true and correct:
Covenants and Representations and Warranties. 7 Section 3.1 Stockholders Meeting..............................7 Section 3.2 Filings; Other Actions............................7 Section 3.3 Reasonable Efforts...............................10 Section 3.4 Representations and Warranties of the Company....10 Section 3.5 Representations and Warranties of UNITRIN and Merger Sub.....................................12 ARTICLE IV
Covenants and Representations and Warranties. As of the date hereof the Borrower and the Guarantors are in full compliance with all covenants applicable to each of them under the Credit Documents and all representations and warranties thereof contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: Title: Chief Financial Officer ~ 119 ~ Export Prepayment Facility Agreement dated as of November 5, 2014 by and between Adecoagro Vale do Ivinhema S.A., ING Bank N.V. and Rabobank Curaçao N.V., among others. Schedule A to Compliance Certificate Entries on this Schedule A represent descriptive references only to the corresponding components set forth in the relevant sections of the Export Prepayment Finance Agreement (and the definitions therein ancillary thereto). This Certificate relates to the fiscal year of the Borrower ended on [•].
Covenants and Representations and Warranties of the Backup Collateral Manager 91
Covenants and Representations and Warranties. As of the date hereof the Borrower and the Guarantors are in full compliance with all covenants applicable to each of them under the Credit Documents and all representations and warranties thereof contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: Title: Chief Financial Officer Schedule A to Compliance Certificate Entries on this Schedule A represent descriptive references only to the corresponding components set forth in the relevant sections of the Export Prepayment Finance Agreement (and the definitions therein ancillary thereto). This Certificate relates to the fiscal year of the Borrower ended on [•].
Covenants and Representations and Warranties. As of the date hereof the Borrower and the Guarantors are in full compliance with all covenants applicable to each of them under the Credit Documents and all representations and warranties thereof contained in the Credit Documents and any certificates, statements or other documents delivered pursuant thereto are true and correct as of this date. Name: Title: Chief Financial Officer ~ 119 ~ Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. Schedule A to Compliance Certificate Entries on this Schedule A represent descriptive references only to the corresponding components set forth in the relevant sections of the Export Prepayment Finance Agreement (and the definitions therein ancillary thereto). This Certificate relates to the fiscal year of the Borrower ended on [•].
