Common use of Representations and Warranties by Project SPV Clause in Contracts

Representations and Warranties by Project SPV. 5.1.1 The Project SPV hereby represents and warrants to MSAPL and MSEDCL that: (a) it is validly existing and in good standing under the Laws of the country wherein it is incorporated, and has all requisite corporate power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by the Project SPV have been duly authorised by all necessary corporate action, and do not and shall not: (i) require any consent or approval of the board of directors, shareholders or partners of the members of the Project SPV, other than those which have been obtained; and (ii) violate or breach any provisions of or constitute a default under the corporate charter or bylaws or other organizational documents, any material indenture, contract, or agreement to which it is a party or by which it or its properties may be bound, or any material law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Project SPV; (c) this Agreement constitutes legal, valid and binding obligation of Project SPV; and (d) there is no pending or threatened action or proceeding against the Project SPV before any court, Government Authority, or arbitrator that could reasonably be expected to have a material adverse effect on the ability of the Project SPV to perform its obligations hereunder, or which could reasonably be expected to affect the legality, validity or enforceability of this Agreement, or any material part hereof.