REPRESENTATIONS AND WARRANTIES 5. Section 2.1. Representations and Warranties of the EDA 5 Section 2.2. Representations and Warranties of the Developer 5 ARTICLE III UNDERTAKINGS BY DEVELOPER AND EDA 7
REPRESENTATIONS AND WARRANTIES 5. 1 Representations and warranties of theContractor (i) The Contractor represents and warrants to the Authoritythat: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplatedhereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exerciseitsrightsandperformitsobligations underthisAgreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable against it in accordance with the termshereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid, Request for Qualification and Request for Proposals or otherwise and as updated on or before the date of this AgreementistrueandaccurateinallrespectsasonthedateofthisAgreement; (f) the execution, delivery and performance of this Agreement will not conflict with, or result in the breach of, or constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound oraffected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may resultinthebreachofthisAgreementorwhichindividuallyorintheaggregate may result in any material impairment of its ability to perform any of its obligations under thisAgreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect onitsabilitytoperformitsobligationsunderthisAgreementandnofactor Contract AgreementPage 42 of 151 “Construction of Four Lane Ba...
REPRESENTATIONS AND WARRANTIES 5. 事実の表明及び保証
REPRESENTATIONS AND WARRANTIES 5. Section 4.1 Representations and Warranties of Seller 5 Section 4.2 Representations and Warranties of Buyer 8
REPRESENTATIONS AND WARRANTIES 5. 1. Corporate Existence; Conduct of Business 5.2. Authorization and Validity 5.3. Compliance with Laws and Contracts 5.4. Governmental Consents 5.5. Financial Statements 5.6. Material Adverse Change 5.7. Taxes 5.8. Litigation and Contingent Obligations 5.9. Subsidiaries 5.10. ERISA 5.11. Defaults 5.12. Federal Reserve Regulations 5.13. Investment Company Act 5.14. Certain Fees 5.15. Ownership of Properties 5.16. Collateral 5.17. Material Agreements 5.18. Insurance 5.19. Disclosure ARTICLE VI COVENANTS 6.1. Financial Reporting 6.2. Use of Proceeds 6.3. Notice of Default 6.4. Conduct of Business 6.5. Taxes 6.6. Insurance 6.7. Compliance with Laws 6.8. Maintenance of Properties 6.9. Inspection 6.10. Security Agreement 6.11. Merger 6.12. Sale of Assets 6.13. Investments and Purchases 6.14. Contingent Obligations 6.15. Liens 6.16. Affiliates 6.17. Change in Corporate Structure; Fiscal Year 6.18. Inconsistent Agreements 6.19. Financial Covenants 6.19.1 Minimum Tangible Net Worth 6.19.2. Net Capital Ratio 6.20. ERISA Compliance 6.21. Further Assurances ARTICLE VII DEFAULTS 7.1. Representation or Warranty 7.2. Non-Payment 7.3. Specific Defaults 7.4. Other Defaults 7.5. Cross-Default 7.6. Insolvency; Voluntary Proceedings 7.7. Involuntary Proceedings 7.8. Condemnation 7.9. Judgments 7.10. Security Agreement 7.11. SIPC 7.12. Conduct of Business 7.13. ERISA 7.14. Change in Control 7.15. Official Lien ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES 8.1. Acceleration 8.2. Amendments 8.3. Preservation of Rights 8.4. Remedies ARTICLE IX GENERAL PROVISIONS 9.1. Survival of Representations 9.2. Governmental Regulation 9.3. Headings 9.4. Entire Agreement 9.5. Several Obligations; Benefits of this Agreement 9.6. Expenses; Indemnification 9.7. Numbers of Documents 9.8. Accounting 9.9. Severability of Provisions 9.10 Nonliability of Lenders 9.11. CHOICE OF LAW 9.12. CONSENT TO JURISDICTION 9.13 WAIVER OF JURY TRIAL 9.14. Disclosure 9.15. Counterparts ARTICLE X THE AGENT 10.1. Appointment; Nature of Relationship 10.2. Powers 10.3. General Immunity 10.4. No Responsibility for Loans, Recitals, etc. 10.5. Action on Instructions of Lenders 10.6. Employment of Agents and Counsel 10.7. Reliance on Documents; Counsel 10.8. Agent's Reimbursement and Indemnification 10.9. Notice of Default 10.10. Rights as a Lender 10.11. Lender Credit Decision 10.12. Successor Agent 10.13. Agent's Fees 10.14. Delegation to Affiliates 10.15. Execution of Collateral Documents 10.16. Collateral...
REPRESENTATIONS AND WARRANTIES 5. Section 2.1. Representations and Warranties of the EDA 5 Section 2.2. Representations and Warranties of the City 5 Section 2.3. Representations and Warranties of the Developer 5 ARTICLE III ACQUISITION AND CONVEYANCE OF SALE PROPERTY 7
REPRESENTATIONS AND WARRANTIES 5. Prohlášení a záruky
REPRESENTATIONS AND WARRANTIES 5. SECTION 2.1 Generator’s Representations 5 SECTION 2.2 Producer’s Representations 6 ARTICLE III ENVIRONMENTAL INDEMNITY 6
REPRESENTATIONS AND WARRANTIES 5. Section 2.1 Representations and Warranties of the Investors 5 Section 2.2 Representations and Warranties of the Company 9 Article III HPS DESIGNEES 6 Section 3.1 Board Size 6 Section 3.2 HPS Investor Director Designees 7 Section 3.3 Support 9 Section 3.4 Expenses; D&O Insurance 9 Article IV ADDITIONAL PARTIES; CONSENT RIGHTS 9 Section 4.1 Additional Parties 9 Section 4.2 Consent Rights 10 Article V MISCELLANEOUS 10
REPRESENTATIONS AND WARRANTIES 5. Section 2.1 Representations and Warranties of the City. 5
