Common use of Issuer's Representations Clause in Contracts

Issuer's Representations. Pursuant to Articles 210, 210 Bis, 213 and other applicable Articles of the LGTOC, the Issuer hereby represents that: (a) the offering and sale of the Notes, as well as the execution of this Indenture and any other documents relating to the offering and sale of the Notes, were approved by the shareholders of the Issuer at a extraordinary shareholders meeting of the Issuer held on February 24, 2011; (b) as provided in paragraph I(b) of Article 213 of the LGTOC, the documentation and information included in the Offering Memorandum, and used as a basis for the issuance of the Notes, have been prepared based on the audited consolidated financial statements of the Issuer corresponding to the period ended as of December 31, 2010, certified by Xx. Xxxxx Xxxxxxx Rizo, certified public accountant (the “Financial Statements”). A copy of the Financial Statements is attached as Exhibit G hereto; (c) for purposes of paragraph II (only in connection with paragraph III of Article 210 of the LGTOC) and paragraph V(a) of Article 213 of the LGTOC, based on the Financial Statements, as of December 31, 2010, the (i) total stockholders’ equity (capital contable) of the Issuer was Ps.213,700 million, (ii) the Issuer’s paid-in capital stock was Ps.108,722 million, (iii) the amount of the total assets of the Issuer was Ps.515,097 million, (iv) the amount of the total liabilities of the Issuer was Ps.301,397 million and (v) the amount of the net total assets of the Issuer (the “Net Total Assets”) was Ps.213,700 million. (d) at the extraordinary shareholders meeting of the Issuer held on February 24, 2011, the Issuer’s shareholders authorized any two members of the Board of Directors to execute the Notes; (e) the Notes will not be secured by any collateral; (f) Exhibit H attached hereto includes a summary of the terms of the offering and sale of the Notes, including the information set forth in Article 213 of the LGTOC; and (g) the proceeds of the offering of the Notes shall be used to pay the cost of the capped call transactions described in the Offering Memorandum and to repay indebtedness, including indebtedness under the Financing Agreement and Certificados Bursátiles.

Issuer's Representations. Pursuant to Articles 210, 210 Bis, 213 and other applicable Articles articles of the LGTOC, the Issuer hereby represents that: (a) the offering and sale of the Notes, as well as the execution of this Indenture and any other documents relating to the offering and sale of the Notes, were approved by the shareholders of the Issuer at a general extraordinary shareholders meeting of the Issuer held on February 24September 4, 20112009; (b) as provided in paragraph I(b) of Article 213 of the LGTOC, the documentation and information included in the Offering Memorandum, and used as a basis for the issuance of the Notes, have been prepared based on the audited consolidated financial statements of the Issuer corresponding to the period ended as of December 31, 20102009, certified by Xx. Xxxxx Xxxxxxx Rizo, certified public accountant (the “Financial Statements”). A copy of the Financial Statements is attached as Exhibit G D hereto; (c) for purposes of paragraph II (only in connection with paragraph III of Article 210 of the LGTOC) and paragraph V(a) of Article 213 of the LGTOC, based on the Financial Statements, as of December 31, 20102009, the (i) total stockholders’ equity (capital contable) of the Issuer was Ps.213,700 Ps.257,570 million, (ii) the Issuer’s paid-in capital stock was Ps.108,722 Ps.102,761 million, (iii) the amount of the total assets of the Issuer was Ps.515,097 Ps.582,286 million, (iv) the amount of the total liabilities of the Issuer was Ps.301,397 Ps.324,716 million and (v) the amount of the net total assets of the Issuer (the “Net Total Assets”) was Ps.213,700 Ps.257,570 million. (d) at the extraordinary shareholders meeting of the Board of Directors of the Issuer held on February 24March 1, 20112010, the Issuer’s shareholders Board of Directors authorized any two members of the Board of Directors to execute the Notes; (e) the Notes will not be secured by any collateral; (f) Exhibit H E attached hereto includes a summary of the terms of the offering and sale of the Notes, including the information set forth in Article 213 of the LGTOC; and (g) the proceeds of the offering of the Notes shall be used to pay the cost of the capped call transactions transaction described in the Offering Memorandum and the remainder for general corporate purposes and to repay indebtedness, including indebtedness under the Financing Agreement and Certificados Bursátiles.

Issuer's Representations. Pursuant to Articles 210, 210 Bis, 213 and other applicable Articles of the LGTOC, the Issuer hereby represents that: (a) the offering and sale of the Notes, as well as the execution of this Indenture and any other documents relating to the offering and sale of the Notes, were approved by the shareholders of the Issuer at a the extraordinary shareholders meeting of the Issuer held on February 24March 21, 20112013; (b) as provided in paragraph I(b) of Article 213 of the LGTOC, the documentation and financial information included in the Offering Memorandum, and used as a basis for the issuance of the Notes, have Notes has been prepared based on the audited consolidated financial statements of the Issuer corresponding to the period ended as of December 31, 20102014, certified by Xx. Mr. Luis Xxxxxxx Xxxxx Xxxxxxx Rizo, certified public accountant (the “Financial Statements”). A copy of the Financial Statements is attached as Exhibit G D hereto; (c) for purposes of paragraph II (only in connection with paragraph III of Article 210 of the LGTOC) and paragraph V(a) of Article 213 of the LGTOC, based on the Financial Statements, as of December 31, 20102014, the (i) total stockholders’ equity (capital contable) of the Issuer was Ps.213,700 millionPs.148,171, (ii) the Issuer’s paid-in capital stock was Ps.108,722 millionPs.105,367, (iii) the amount of the total assets of the Issuer was Ps.515,097 millionPs.514,961, (iv) the amount of the total liabilities of the Issuer was Ps.301,397 million Ps.366,790 and (v) the amount of the net total assets of the Issuer (the “Net Total Assets”) was Ps.213,700 millionPs.148,171. (d) at the extraordinary shareholders meeting of the Issuer held on February 24March 21, 20112013, the Issuer’s shareholders authorized any two members of the Board of Directors to execute the Notes; (e) the Notes will not be secured by any collateral; (f) Exhibit H E attached hereto includes a summary of the terms of the offering and sale of the Notes, including the information set forth in Article 213 of the LGTOC; and; (g) the proceeds of the offering of the Notes shall be used to pay repay the cost of the capped call transactions Existing Notes that mature without being converted by their holders as described in the Offering Memorandum Memorandum; and (h) the reallocation and use of all or any part of the Issuer’s common shares currently held in treasury that underlie the Existing Notes to repay indebtednessensure the conversion rights of the Notes was approved at the extraordinary general shareholders’ meeting held on March 21, including indebtedness under 2013, in accordance with article 210 Bis, section I, of the Financing Agreement General Law of Negotiable Instruments and Certificados BursátilesCredit Operations (Ley General de Títulos y Operaciones de Crédito).

Issuer's Representations. Pursuant to Articles 210, 210 Bis, 213 and other applicable Articles of the LGTOC, the Issuer hereby represents that: (a) the offering and sale of the Notes, as well as the execution of this Indenture and any other documents relating to the offering and sale of the Notes, were approved by the shareholders of the Issuer at a the extraordinary shareholders meeting of the Issuer held on February 24March 21, 20112013; (b) as provided in paragraph I(b) of Article 213 of the LGTOC, the documentation and financial information included in the Offering Memorandum, and used as a basis for the issuance of the Notes, have Notes has been prepared based on the audited unaudited consolidated financial statements of the Issuer corresponding to the period ended as of December March 31, 20102015, certified by Xx. Xxxxxx Xxxxx Xxxxxxx Rizo, Xxxxxx certified public accountant (the “Financial Statements”). A copy of the Financial Statements is attached as Exhibit G B hereto; (c) for purposes of paragraph II (only in connection with paragraph III of Article 210 of the LGTOC) and paragraph V(a) of Article 213 of the LGTOC, based on the Financial Statements, as of December March 31, 20102015, the (i) total stockholders’ equity (capital contable) of the Issuer was Ps.213,700 Ps.146,046 million, (ii) the Issuer’s paid-in capital stock was Ps.108,722 Ps.105,562 million, (iii) the amount of the total assets of the Issuer was Ps.515,097 Ps.525,662 million, (iv) the amount of the total liabilities of the Issuer was Ps.301,397 Ps.379,616 million and (v) the amount of the net total assets of the Issuer (the “Net Total Assets”) was Ps.213,700 Ps.146,046 million. (d) at the extraordinary shareholders meeting of the Issuer held on February 24March 21, 20112013, the Issuer’s shareholders authorized any two members of the Board of Directors to execute the Notes; (e) the Notes will not be secured by any collateral; (f) Exhibit H C attached hereto includes a summary of the terms of the offering and sale of the Notes, including the information set forth in Article 213 of the LGTOC; and (g) the proceeds reallocation and use of all or any part of the offering Issuer’s common shares currently held in treasury that underlie the Existing Notes to ensure the conversion rights of the Notes shall be used to pay was approved at the cost extraordinary general shareholders’ meeting held on March 21, 2013, in accordance with article 210 Bis, section I, of the capped call transactions described in the Offering Memorandum and to repay indebtedness, including indebtedness under the Financing Agreement and Certificados Bursátiles.XXXXX