Representations and Guaranties Clause Samples
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Representations and Guaranties. (1) With respect to the Metar Business, ▇▇▇▇▇▇▇ represents and warrants:
(i) that ▇▇▇▇▇▇▇ is in good standing;
(ii) that ▇▇▇▇▇▇▇ has good and valid title to the object of this Agreement and that the Metar assets are free and clear of any rights, privileges, pledges, charges or any other encumbrances in favor of third parties and ▇▇▇▇▇▇▇ may freely dispose of any interest in the assets without any limitations or restrictions;
(iii) that Metar will acquire full title on the Metar assets together with all rights and benefits attached thereto;
(iv) that no circumstances, including but not limited to pending or threatened actions or claims, have occurred which may have an adverse effect on the Metar Business or their value and that the Metar Business has been manages in the normal course of business since September 30, 2003., i.e. the date of the last interim financial statement; and
(v) that the Metar Business, in particular the inventory and the work in progress, have been and will continue to be managed in the normal course of business until Closing Date.
(2) ▇▇▇▇▇▇▇ shall not be liable under this Agreement for any undertakings or warranties other than those stipulated in this article 5.
Representations and Guaranties. 8.1 Sellers, Fixcel and Splice (hereinafter jointly referred to as “Declarants”) hereby represent and warrant to Purchaser, without any restrictions whatsoever, that the following representations and Guaranties are true as of this date. Same representations and Guaranties shall be understood as repeated and ratified on the Closing Date in relation to the referred date, except for changes arising out of the regular course of TCO’s business:
8.1.1 Capital Stock and Ownership of the Controlling Shares.
(a) TCOPar’s total capital stock comprises, exclusively, three hundred and seventy-nine billion, two hundred million, thirty-six thousand, five hundred and eighty-two (379,200,036,582) shares, represented by one hundred and twenty-six billion, four hundred and thirty-three million, three hundred and thirty-eight thousand, one hundred and nine (126,433,338,109) voting common shares and two hundred and fifty-two billion, seven hundred and sixty-six million, six hundred and ninety-eight thousand, four hundred and seventy-three (252,766,698,473) non-voting preferred shares, all of them without face value, validly issued, fully subscribed and paid-up, which position shall remain valid and unchanged until the Closing Date. On this date, Sellers are the owners of seventy-three billion, five hundred and twenty-nine million, six hundred and ten thousand, three hundred and ninety-six (73,529,610,396) common shares, representing 58.1568% of TCOPar’s voting capital; on the Closing Date, Sellers shall, with due regard to the provisions of Section 2.8 above, be the owners of seventy-seven billion, two hundred and fifty-six million, four hundred and ten thousand, three hundred and ninety-six (77,256,410,396) common shares, representing sixty-one point ten per cent (61.10%) of the voting capital and twenty point thirty-seven per cent (20.37%) of TCOPar’s capital stock, in both cases without computing treasury shares in the amount of five billion, seven hundred and ninety-one million, three hundred and ninety-three thousand, eight hundred and eighty-six (5,791,393,886) common shares.
(b) The total capital stock of TCO’s Controlled Companies, on base date December 31, 2002, comprised,
(i) in case of Telegoiás Celular, exclusively six million, six hundred and sixteen thousand, nine hundred and twelve (6,616,912) shares, represented by two million, three hundred and thirteen thousand, five hundred and seventy-four (2,313,574) common shares and four million, three hundred and three...
Representations and Guaranties. 4.1 The LESSOR hereby declares that the following facts are true:
4.1.1 The LESSOR is a limited liability company, organized and existing in accordance with the laws of the Republic of Colombia.
4.1.2 The LESSOR´s operations are duly authorized by the competent authorities, and has complied with all the administrative and judicial requirements regarding the activities of the company.
4.1.3 The mining title No. 3451 is free of liens and of any other ownership limitation and has not been sold or promised to be sold by the LESSOR to any third party, and it has not entered into commercial agreements that may have any effect upon the property or tenancy of the same;
4.1.4 There is no legal, statutory or contractual provision that forbids the LESSOR to enter into and perfect this Agreement and therefor it is not prevented from carrying out the transactions subject matter of the same;
4.1.5 The LESSOR does not know of any proceeding, claim or lawsuit of civil, commercial or environmental nature or of any other type against the LESSOR and regarding the mining title, that may affect the property or tenancy of the same by the LESSEE;
4.1.6 The mining rights referred to in mining title No. 3451 are enforceable and clear in everything referring to duties, royalties, contributions, technical reports, etc.
4.2 The LESSEE hereby declares that the following facts are true and acknowledges that its truthfulness and existence are the determining cause that induces the LESSOR to enter into this Agreement:
4.2.1 The LESSEE is a limited liability company organized and existing in accordance with the laws of the Republic of Colombia.
4.2.2 The LESSEE has complied with all legal and statutory requirements for the entering into of this Agreement;
4.2.3 There is no applicable legal or statutory provision that prevents THE LESSEE from acquiring the mining title;
4.3 The LESSEE undertakes to constitute a Tort Policy, for an amount of five hundred million pesos ($500.000.000.oo), and with an enforceability equal to the duration term of the agreement and two months more. The policy shall be replaced each time that due to sanctions imposed its amount be decreased or exhausted.
4.4 In order to guarantee the attention to the environmental liability the LESSOR undertakes to maintain, at its cost, the environmental policy that shall constitute to guarantee the compliance of the Environmental Management Plan, if required by the environmental authority, during the enforceability of the agree...
Representations and Guaranties. 7.1. The Lessee hereby represents and guarantees that:
7.1.1. The Lessee has and shall have the right, under the Lease Agreement, of long-term use of the Site on conditions of lease and is authorized to enter into this Agreement on the terms specified herein.
7.1.2. In accordance with the Lease Agreement the Lessee has the right to sublease the entire Site or part of the Site for a term expiring on September 06, 2043.
7.1.3. There are no claims of third persons or any other restrictions with respect to the right of use of the Site, which can encumber or contradict exercise by the Sublessee of its rights hereunder or which can result in the annulment of this Agreement or extra charges on the part of the Sublessee.
7.1.4. As of the day of signing this Agreement, the Site is not pledged, neither is it claimed, nor sequestered, nor encumbered with other rights of any third persons.
7.1.5. The Lessee will provide to the Sublessee any support and assistance in exercising by the Sublessee of its rights under this Agreement, including provision of necessary conditions for the most beneficial use of the Site by the Sublessee.
7.1.6. Should there arise the necessity to seize the Site for governmental and/or municipal needs under the effective legislation of the RF and/or normative acts of the City of Moscow, the Lessee shall take all possible actions to make damage suffered by the Sublessee reduced to the minimum. In case of seizure of the Site for governmental or municipal needs the Sublessee shall have the right to receive from the Lessee a monetary compensation for damages caused by such seizure. The amount of the compensation to be paid to the Sublessee shall not exceed the amount of analogous compensation actually received by the Lessee in connection with the seizure of the Site.
7.2. The Sublessee represents and guarantees that:
7.2.1. The Sublessee is authorised to enter into this Agreement on the terms specified herein.
7.3. Each of the Parties represents, guarantees and agrees that the conclusion of this Agreement will not lead to any breach or non-fulfillment of conditions of any contract or agreement by which a Party or any of its property is bound, nor of any law, regulation, decree or other legal act governing that Party's activity.