Parties’ Warranties. Each Party warrants to the other Parties (on a several and not joint basis) that each of the following statements is true and correct:
8.1.1 where the Party is a company, it is duly incorporated and validly existing under the laws of the place of its incorporation;
8.1.2 all action will have been taken so that the execution and delivery of, and the performance by it of its obligations under, this Agreement shall not (a) conflict with or result in a breach of its memorandum and articles of association or other constitutive documents, (b) infringe, or constitute a default under, any instrument, contract, document or agreement to which it is a party or by which its assets are bound, or (c) result in a breach of any Applicable Law;
8.1.3 it has full power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that, upon execution by the other parties thereto, this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms;
8.1.4 no bankruptcy, judicial composition, insolvency or similar proceedings concerning it have bene applied for and no circumstances exist which would require the application for any such proceedings; and
8.1.5 it is not engaged with any Group Company whether as plaintiff or defendant or otherwise in any legal action, proceeding or arbitration.
Parties’ Warranties. The RAP represents and warrants that it is authorised to execute this agreement for and on behalf of its members in accordance with its constitution or rules of association (as the case may be). The public land manager represents and warrants that it is authorised and has capacity to execute this agreement and to bind itself/themselves and will comply with all liabilities and obligations imposed upon them by this agreement.
Parties’ Warranties. 15.1 Each party represents and warrants to each other party as at the Signing Date and immediately before Completion that:
Parties’ Warranties. 7.1.1. Each Party warrants to each other that each Warranty, set forth in this Section 7.1.1, is true, correct, accurate and not misleading in all material aspects on the Signing Date and on the Closing, as if made anew by reference to the facts and circumstances existing at the Closing:
(a) The Party is a company duly incorporated and legally existing under the applicable Laws;
(b) The Party is not subject to any reorganization (and does not take part in any reorganisation of any third entity), restructuring, spin-off, transformation, insolvency, bankruptcy or liquidation;
(c) The Party has the full capacity, right, power and authority (including decisions and consents from its bodies and creditors), where applicable, and has taken all actions necessary to execute and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or before the Closing;
(d) Execution by the Party of the Agreement, and the performance of its obligations under the Agreement, do not result in a breach of any (i) applicable Laws, (ii) permits, decision, order, judgment or decree of any court or governmental authority which is binding on the Party or the Company, (iii) any material agreement, covenant or transaction or other commitment to which the Party is a party or by which the Party is bound; and (iv) provisions of the articles of association or decisions, orders or instructions passed by the competent bodies of the Party or the Company;
(e) The Agreement and the performance by the Party of its obligations under the Agreement and any other document or instrument executed in connection with the Agreement will, when executed, constitute valid and binding obligations of the Party, enforceable in accordance with the respective terms;
(f) There is no claim, action, suit, proceeding, arbitration, investigation or hearing, pending or threatened, by or before any authority or dispute resolution body against the Party that might adversely affect the ability of the Party to perform its obligations under this Agreement.
Parties’ Warranties. 1The RAP represents and warrants that it is authorised to execute this agreement for and on behalf of its members in accordance with its constitution or rules of association (as the case may be).
Parties’ Warranties. Each Party represents and warrants that
(a) it is properly constituted under the laws of the country or state of incorporation and has full power and authority to enter into this Agreement;
(b) it has obtained all necessary corporate approvals to enter into this Agreement;
(c) it is under no obligation or restriction, nor shall they assume any such obligation or restriction, that would in any way interfere or conflict with, or that would present a conflict of interest concerning, any of its obligations under this Agreement;
(d) it is entitled to grant the rights and licenses to the other Party as set out in this Agreement;
(e) it shall obtain and maintain throughout the term of this Agreement all permits, licenses, registration and other forms of government authorization and approval as required by applicable laws in order for each Party to execute and deliver this Agreement and to perform their obligations in accordance with all applicable laws; and
(f) it shall comply with all laws, legal and regulatory requirements applicable to performance of its obligations under this Agreement; and
(g) in complying with its obligations under this Agreement, neither it, its Affiliates, nor any of its or its Affiliates employees, agents, or permitted Subcontractors, will make payments or provide anything of value to any government official or to any other person knowing that it will be paid or offered to such official or any other person knowing that it will be paid or offered to such official (i) for the purpose of influencing the official to act or make a decision on Customer’s behalf which is in violation of the official’s lawful duty, or (ii) to induce the official to influence any government act or decision in Customer’s favor.
Parties’ Warranties. Each Party to this Agreement hereby warrants to the other Parties that as at the date of this Agreement (each warranty being deemed to be repeated as at the Completion Date):
(a) it is duly organised, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into and perform its obligations under this Agreement and all actions (corporate or otherwise, including the approval by the board of directors) have been taken by it that are necessary for it to execute and perform its obligations under this Agreement. The signatories hereof on its behalf have been duly authorised by such Party to sign, execute and deliver this Agreement;
(b) the execution of and performance of its obligations under this Agreement do not:
(i) breach any provision of any Applicable Laws, which breach may have a Material Adverse Effect on its ability to perform its obligations under this Agreement; or
(ii) breach any order, judgment or decree of any Governmental Authority or any agreement or instrument by which it is bound, which breach may have a Material Adverse Effect on its ability to perform its obligations under this Agreement;
(c) its obligations under this Agreement are legal, valid and binding obligations enforceable against it in accordance with its terms subject to Applicable Law of general application; and
(d) it has obtained all Consents and other third parties' consents and approvals which are required under Applicable Laws and which are necessary for it to enter into and perform its obligations under this Agreement, and all such consents and approvals are in full force and effect and all conditions thereof have been complied with.
Parties’ Warranties. 9.1. Each Party warrants to each other that each warranty, set forth in this Clause, is true, correct, accurate and not misleading in any material respect on the Signing Date and the Closing Date:
9.1.1. the Party is a company duly incorporated and legally existing under the applicable laws and has been in continuous existence since its incorporation;
9.1.2. the Party is not subject to any reorganization (and does not take part in any reorganization of any third entity), restructuring, spin-off, transformation, insolvency, bankruptcy or liquidation;
9.1.3. the Party has the full capacity, right, power and authority (including required decisions and consents from its bodies, creditors and authorities) and has taken all actions necessary to execute and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or before the Closing;
9.1.4. unless explicitly otherwise set forth in this Agreement, the Party has obtained all permits that may be required to ensure validity, enforceability, due authorization, execution and performance of the Agreement and the transaction contemplated under the Agreement, which have not been annulled or revoked;
9.1.5. the Agreement and the performance by the Party of its obligations under the Agreement and any other document or instrument executed in connection with the [REDACTED] = Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Agreement will, when executed, constitute valid and binding obligations of the Party, enforceable in accordance with the respective terms;
9.1.6. there is no claim, action, suit, proceeding, arbitration, investigation or hearing, pending or threatened, by or before any authority or dispute resolution body against the Party that prevent the Party from performing its obligations under this Agreement.
Parties’ Warranties. Each party warrants to each of the other parties that:
4.2.1. it / he has full power, legal capacity and authority:
(1) to enter into, execute and deliver this Agreement; and
(2) to perform its obligations set out in this Agreement.
4.2.2. the obligations set out in this Agreement constitute legal obligations that are valid, binding on and enforceable against it / him in accordance with its respective terms.
4.2.3. neither entering into this Agreement nor performing the obligations referred to in it has resulted or will result in the breach of any obligation of it / him under:
(1) (in the case of a party which is a corporate body) its memorandum or articles of association, statutes, by-laws or other terms of charter or corporate regulation;
(2) any law or any order, judgment or decree of any court or governmental agency; or
(3) any contract, undertaking or agreement.
Parties’ Warranties. Each of the PARTIES hereby represents and warrants to the other PARTIES that:-
20.1.1 such PARTY has full power and authority to enter into and execute this Agreement and all instruments to be executed by such PARTY pursuant to this Agreement and to carry the terms hereof and thereof and deliver and perform all of its obligations under this Agreement and any other agreements contemplated hereunder;
20.1.2 this Agreement constitutes the legal, valid and binding obligations of the PARTY in accordance with their respective terms; and
20.1.3 such PARTY is not in default under any agreement to which it is a party or by which it is bound and no litigation, arbitration or administrative proceedings are presently current or pending or threatened which default, litigation, arbitration or administrative proceedings, as the case may be, might materially affect the ability of such PARTY to enter into and/or perform its obligations under this Agreement.
