Common use of DECLARATIONS AND GUARANTEES Clause in Contracts

DECLARATIONS AND GUARANTEES. 3.1 The Seller hereby declares and guarantees in favor of the Purchaser on the date of this Contract and on the Closing date (as defined below) that: (i) the signing by the Seller of this Contract has been duly authorized by the competent organs of the Seller and this authorization is valid and effective; this signing or the implementation of the obligations of the Seller do not require any authorizations from judicial or administrative authorities which have not been obtained and which are not still valid and effective; (ii) the Seller will have, on the date immediately before the Closing date, the ownership and the full and free use of the Shares, free of any pledges, uses or other constraints or obligations in favor of the Seller or third parties; (iii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, effective for the Seller, are susceptible to execution, also in specific form, in compliance with the regulations specified therein; (iv) this Contract is not a breach by the Seller of Article 180 of Italian Legal Decree of February 24, 1998, no. 58. 3.2 The Purchaser hereby declares and guarantees in favor of the Seller on the date of this Contract and on the Closing date (as defined below) that: (i) the signing by the Purchaser of this Contract will be, by the Closing date, duly authorized by the competent organs of the Purchaser and this authorization will be valid and effective on the Closing date; this signing or the implementation of the obligations of the Purchaser will not require, on the Closing date, any authorizations from judicial or administrative authorities which have not been obtained and which will not then be valid and effective; (ii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, effective for the Purchaser, are susceptible to execution, also in specific form, in compliance with the regulations specified therein; (iii) this Contract is not a breach by the Purchaser of Article 180 of Italian Legal Decree of February 24, 1998, no. 58.

DECLARATIONS AND GUARANTEES. 3.1 The Seller hereby declares and guarantees in favor of the Purchaser on the date of this Contract and on the Closing date (as defined below) that: (i) the signing by the Seller of this Contract has been duly authorized by the competent organs of the Seller and this authorization is valid and effective; this signing or the implementation of the obligations of the Seller do not require any authorizations from judicial or administrative authorities which have not been obtained and which are not still valid and effective; (ii) the Seller will have, on the date immediately before the Closing date, the ownership and the full and free use of the Shares, free of any pledges, uses or other constraints or obligations in favor of the Seller or third parties; (iii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, and effective for the Seller, are susceptible to execution, also in specific form, in compliance with the regulations specified therein; (iv) this Contract is not a breach by the Seller of Article 180 of Italian Legal Decree of February 24, 1998, no. 58. 3.2 The Purchaser hereby declares and guarantees in favor of the Seller on the date of this Contract and on the Closing date (as defined below) that: (i) the signing by the Purchaser of this Contract will be, by the Closing date, duly authorized by the competent organs of the Purchaser and this authorization will be valid and effective on the Closing date; this signing or the implementation of the obligations of the Purchaser will not require, on the Closing date, any authorizations from judicial or administrative authorities which have not been obtained and which will not then be valid and effective; (ii) this Contract and the obligations which this Contract creates are valid and binding and, subject to the specification in Article 4, and effective for the Purchaser, are susceptible to execution, also in specific form, in compliance with the regulations specified therein; (iii) this Contract is not a breach by the Purchaser of Article 180 of Italian Legal Decree of February 24, 1998, no. 58.