Common use of Parent Representations Clause in Contracts

Parent Representations. Parent represents and warrants to each Holder that: 3.3.1 Parent has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; 3.3.2 The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent; 3.3.3 This Agreement has been duly executed and delivered by Parent and (assuming the due authorization, execution and delivery hereof by each Holder) constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability may be subject to (i) bankruptcy, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles; 3.3.4 The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation or default (with or without notice or lapse of time, or both) under, (i) any provision of the charter or organizational documents of Parent, (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation by which Parent is bound or to which any of its properties or assets is subject, other than, in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default that would not reasonably be expected to have a material adverse effect on the financial condition or operations of Parent, taken as a whole, and would not impair the ability of Parent to perform its obligations under this Agreement; and 3.3.5 No filing or registration with, or authorization, consent or approval of, any governmental authority is required by or with respect to Parent in connection with the execution and delivery by Parent of this Agreement or the consummation by Parent of the transactions contemplated hereby, except as otherwise expressly provided herein.

Parent Representations. The Corporation is issuing the Shares to Parent represents and warrants to each Holder thatin reliance upon the following representations made by Parent: 3.3.1 a. Parent has all requisite power acknowledges an agrees that the Shares are characterized as “restricted securities” under the Securities Act of 1933 (as amended and authority to enter into this Agreement together with the rules and to consummate regulations promulgated thereunder, the transactions contemplated hereby; 3.3.2 The execution “Securities Act”) and delivery of this Agreement by that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Parent acknowledges and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent; 3.3.3 This Agreement has been duly executed and delivered by Parent and (assuming the due authorization, execution and delivery hereof by each Holder) constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except agrees that such enforceability may be subject to (i) bankruptcythe Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, insolvency, reorganization or other similar laws affecting or relating to enforcement of creditors’ rights generally and the Shares have not yet been registered under the Securities Act; and (ii) general equitable principles; 3.3.4 The execution and delivery such Shares may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of this Agreement do notRule 144, and or in accordance with another exemption from the consummation registration requirements of the transactions contemplated hereby Securities Act and compliance based upon an opinion of counsel if the Corporation so requests) and in accordance with any applicable securities laws of any State of the provisions hereof will not, result in United States or any violation or default (with or without notice or lapse of time, or both) under, other applicable jurisdiction. b. Parent acknowledges and agrees that (i) the registrar or transfer agent for the Shares will not be required to accept for registration of transfer any provision Shares except upon presentation of evidence satisfactory to the charter or organizational documents of Parent, Corporation that the restrictions on transfer under the Securities Act have been complied with; and (ii) any judgmentShares in the form of definitive physical certificates will bear a restrictive legend. c. Parent acknowledges and agrees that: (a) the Shares have not been registered under the Securities Act, orderor under nay state securities laws, decree, statute, law, ordinance, rule or regulation by which and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Parent is bound or acquiring the Shares solely for its own account for investment purposes, and not with a view to which any of its properties or assets is subject, other than, the distribution thereof in which any of its properties or assets is subject, other than, in the case of clause (ii), any such violation or default a transaction that would not reasonably be expected violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Parent is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits an risks of purchasing the Shares; (d) Parent has had the opportunity to have obtain from the Corporation such information as desired in order to evaluate the merits and the risks inherent in holding the Shares; (e) Parent is able to bear the economic risk and lack of liquidity inherent in holding the Shares; (f) Parent is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) Parent either has a material adverse effect on preexisting personal or business relationship with the financial condition Company or operations its officers, directors or controlling persons, or by reason of Parent, taken as a whole, and would not impair the ability of Parent to perform its obligations under this Agreement; and 3.3.5 No filing ’s business or registration withfinancial experience, or authorizationthe business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Corporation, consent directly or approval ofindirectly, any governmental authority is required by or with respect have the capacity to Parent protect their own interests in connection with the execution and delivery by Parent of this Agreement or the consummation by Parent purchase of the transactions contemplated herebyShares. d. Parent’s investment in the Corporation related to the acquisition of the Shares is consistent, except as otherwise expressly provided hereinin both nature and amount, with Parent’s overall investment program and financial condition. e. Parent’s principal residence is in Singapore.

Parent Representations. Parent represents and warrants to each Holder thatIn the case of the Parent: 3.3.1 (a) The Parent has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; 3.3.2 The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent; 3.3.3 This Agreement has been duly executed and delivered by Parent and (assuming the due authorization, execution and delivery hereof by each Holder) constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability may be subject to (i) bankruptcyis duly organized, insolvency, reorganization or other similar validly existing and in good standing under the laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles; 3.3.4 The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation or default (with or without notice or lapse jurisdiction of time, or both) under, (i) any provision of the charter or organizational documents of Parentits organization, (ii) any judgmenthas the corporate power and authority, orderand the legal right, decreeto own and operate its property, statuteto lease the property it operates as lessee and to conduct the business in which it is currently engaged, law(iii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, ordinance, rule lease or regulation by which Parent is bound operation of property or to which any the conduct of its properties or assets business requires such qualification and (iv) is subject, other than, in which any compliance with all Requirements of its properties or assets is subject, other thanLaw except to the extent that the failure to comply therewith could not, in the case of clause (ii)aggregate, any such violation or default that would not reasonably be expected to have a material adverse effect on the business, condition (financial condition or operations otherwise), operations, prospects or property of Parent, the Parent and its Subsidiaries taken as a whole. (b) The Parent has the corporate power and authority, and would not impair the ability legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance of Parent the Loan Documents to perform its obligations under this Agreement; and 3.3.5 which it is a party. No consent or authorization of, filing or registration with, notice to or authorization, consent other act by or approval in respect of, any governmental authority Governmental Authority or any other Person is required by or with respect to Parent in connection with the execution execution, delivery, performance, validity or enforceability of the Loan Documents to which the Parent is a party. This Agreement has been, and each other Loan Document to which it is a party will be, duly executed and delivered on behalf of the Parent. This Agreement constitutes, and each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Parent enforceable against the Parent in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (c) The execution, delivery and performance of the Loan Documents to which the Parent is a party will not violate any Requirement of Law or Contractual Obligation of the Parent or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than pursuant to this Agreement). (d) No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Parent, threatened by or against 11 the Parent or any of this Agreement its Subsidiaries or against any of its or their respective properties or revenues with respect to any of the consummation by Parent Loan Documents or any of the transactions contemplated herebyhereby or thereby. (e) The Parent has good record and marketable title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien of any nature whatsoever except the Excluded Real Property. (f) The Parent has filed or caused to be filed all tax returns which, to the knowledge of the Parent, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Parent); no tax Lien has been filed, and, to the knowledge of the Parent, no claim is being asserted, with respect to any such tax, fee or other charge. (g) The balance sheets of the Parent as at December 31, 1998 and December 31, 1999 and the related statements of income and of cash flows for the fiscal years ended on each such date, reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the financial condition of the Parent as at such dates, and the results of its operations and its cash flow for the fiscal years then ended. The unaudited balance sheet of the Parent as at March 31, 2000 and the related unaudited statement of income and of cash flow for the three-month period ended on such date, certified by the President or Chief Financial Officer of Parent, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the financial condition of the Parent as at such date, and the results of its operations and its cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as otherwise expressly provided hereinapproved by such accountants, and as disclosed therein). At the date of the most recent balance sheet referred to above, the Parent had no material contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1999, to and including the date hereof there has been no sale, transfer or other disposition by the Parent of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the financial condition of the Parent at December 31, 1999 (except as contemplated by the Asset Sale Agreement).