Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative as at the date hereof and as of the Issue Date: (a) the Issuer is a public company duly incorporated with limited liability in Lao PDR and validly existing under the laws of Lao PDR with full power and authority to own its property, conduct its business and execute and perform its duties and obligations hereunder; (b) the issue and the offering of the Bonds, the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into and the delivery by the Issuer of each Transaction Document and the performance of the obligations expressed to be assumed thereunder by the Issuer have been duly authorised by all necessary corporate or other actions required by the laws of Lao PDR and Thailand and do not and will not conflict with, or result in a breach of, any of its memorandum of association, articles of association or other constitutional documents and any laws by which it is bound; (c) the Bonds and each Transaction Document to which the Issuer is a party, when executed, authenticated (where appropriate) and delivered as herein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws; (d) there exists no Event of Default and no event that may constitute an Event of Default under the Conditions and the Issuer is not in breach or default under any Transaction Document; and (e) all consents, approvals, authorisations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder have been obtained and are in full force and effect.
Appears in 1 contract
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date:
(a) the Issuer it is a public company duly incorporated with limited liability in Lao PDR Thailand and validly existing under the laws of Lao PDR Thailand with full power and authority to own its property, property and conduct its business and execute and perform its duties and obligations hereunderbusiness;
(b) the issue and issue, the offering of the Bonds, and the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into and the or delivery by the Issuer of each of the Transaction Document Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder by the Issuer have been duly authorised by all necessary corporate or other actions of the Issuer as required by the applicable laws of Lao PDR and Thailand are still in full force and do not and will not conflict with, or result in a breach of, any of its memorandum of association, articles of association or other constitutional documents and any laws by which it is boundeffect;
(c) the Bonds and each of the Transaction Document Documents to which the Issuer it is a party, when executed, authenticated (where appropriate) executed and delivered as herein contemplatedcontemplated therein, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;
(d) there exists no Event of Default and no event that may has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions and the Issuer is not in breach or default under any Transaction Document; andConditions;
(e) all consents, approvals, authorisations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder to which it is a party have been duly obtained and are in full force and effect;
(f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and
(g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, rehabilitation, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.
Appears in 1 contract
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative as at the date hereof and as of the Issue Date:
(a) the Issuer is a public company duly incorporated with limited liability in Lao PDR Thailand and validly existing under the laws of Lao PDR Thailand with full power and authority to own its property, property and conduct its business and execute and perform its duties and obligations hereunderbusiness;
(b) the issue and issue, the offering of the Bonds, and the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into and the or delivery by the Issuer of each of the Transaction Document Documents and the performance of the obligations expressed to be assumed by it thereunder by the Issuer have been duly authorised by all necessary corporate or other actions of the Issuer required by the laws of Lao PDR and Thailand and do not are still in full force and will not conflict with, or result in a breach of, any of its memorandum of association, articles of association or other constitutional documents and any laws by which it is boundeffect;
(c) the Bonds and each of the Transaction Document to which the Issuer is a partyDocuments, when executed, authenticated (where appropriate) executed and delivered as herein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;
(d) there exists no Event of Default and no event that may has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions and the Issuer is not in breach or default under any Transaction Document; andConditions;
(e) all consents, approvals, authorisations authorizations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder have been duly obtained and are in full force and effect;
(f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor so far as the Issuer is aware of any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents, or which are otherwise material in the context of the offering of the Bonds; and
(g) it is not under liquidation or bankruptcy proceeding and has not taken any corporate action, nor, to the best of the Issuer’s knowledge, has any other action been taken or legal proceedings, commenced or threatened against it, for its winding-up, bankruptcy, dissolution, reorganization, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.
Appears in 1 contract
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative as at the date hereof and as of the Issue Date:
(a) the Issuer is a public company duly incorporated with limited liability in Lao PDR and validly existing under the laws of Lao PDR with full power and authority to own its property, conduct its business and execute and perform its duties and obligations hereunder;
(b) the issue issue, the offering and the offering of the Bonds, the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into and or the delivery by the Issuer of each Transaction Document and the performance of the obligations expressed to be assumed thereunder by the Issuer have been duly authorised by all necessary corporate or other actions required by the laws of Lao PDR and Thailand (if any) and do not and will not conflict with, or result in a breach of, any of its memorandum of association, articles of association or other constitutional documents and any laws by which it is bound;
(c) the Bonds and each Transaction Document to which the Issuer is a party, when executed, authenticated (where appropriate) and delivered as herein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;
(d) there exists no Event of Default and no event that may constitute an Event of Default under the Conditions and the Issuer is not in breach or default under any Transaction Document; and
(e) all consents, approvals, authorisations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder have been obtained and are in full force and effect.
Appears in 1 contract
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative as at the date hereof and as of the Issue Date:
(a) the Issuer is a public company duly incorporated with limited liability in Lao PDR Thailand and validly existing under the laws of Lao PDR Thailand with full power and authority to own its property, property and conduct its business and execute and perform its duties and obligations hereunderbusiness;
(b) the issue and issue, the offering of the Bonds, and the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into and the or delivery by the Issuer of each of the Transaction Document Documents and the performance of the obligations expressed to be assumed by it thereunder by the Issuer have been duly authorised by all necessary corporate or other actions of the Issuer required by the laws of Lao PDR and Thailand and do not are still in full force and will not conflict with, or result in a breach of, any of its memorandum of association, articles of association or other constitutional documents and any laws by which it is boundeffect;
(c) the Bonds and each of the Transaction Document to which the Issuer is a partyDocuments, when executed, authenticated (where appropriate) executed and delivered as herein contemplated, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;
(d) there exists no Event of Default and no event that may has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions and the Issuer is not in breach or default under any Transaction Document; andConditions;
(e) all consents, approvals, authorisations authorizations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder have been duly obtained and are in full force and effect;
(f) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor so far as the Issuer is aware of any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents, or which are otherwise material in the context of the offering of the Bonds; and
(g) it is not under liquidation or bankruptcy proceeding and has not taken any corporate action, nor, to the best of the Issuer’s knowledge, has any other action been taken or legal proceedings, commenced or threatened against it, for its winding-up, bankruptcy, dissolution, reorganization, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.
Appears in 1 contract
Representations and Warranties by the Issuer. The Issuer represents and warrants to the BondholdersDebentureholders’ Representative that as at the date hereof and as of the Issue Date:
(a) the Issuer it is a public an exempted company duly incorporated with limited liability in Lao PDR under the laws of the Cayman Islands and validly existing under the laws of Lao PDR the Cayman Islands with full power and authority to own its property, property and conduct its business and execute and perform its duties and obligations hereunderbusiness;
(b) the issue and issue, the offering of the Bonds, and the execution of the Bonds, the authentication of the Bonds (where appropriate) Debentures and the issue, the entry into and the or delivery by the Issuer of each of the Transaction Document Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder by the Issuer have been duly authorised by all necessary corporate or other actions of the Issuer as required by the applicable laws of Lao PDR and Thailand are still in full force and do not and will not conflict with, or result in a breach of, any of its memorandum of association, articles of association or other constitutional documents and any laws by which it is boundeffect;
(c) the Bonds Debentures and each of the Transaction Document Documents to which the Issuer it is a party, when executed, authenticated (where appropriate) executed and delivered as herein contemplatedcontemplated therein, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;
(d) there exists no Event of Default and no event that may has occurred or circumstance arisen which, had the Debentures already been issued, would constitute an Event of Default under the Conditions and the Issuer is not in breach or default under any Transaction Document; andConditions;
(e) all consents, approvals, authorisations authorizations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder to which it is a party have been duly obtained and are in full force and effect;
(f) except as disclosed in the prospectus for the Debentures, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Debentures or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Debentures; and
(g) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor, to the best of the Issuer's knowledge, has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, bankruptcy, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.
Appears in 1 contract
Samples: Debentureholders’ Representative Appointment Agreement
Representations and Warranties by the Issuer. The Issuer represents and warrants to the Bondholders’ Representative that as at the date hereof and as of the Issue Date:
(ai) the Issuer it is a public private company duly incorporated with limited liability in Lao PDR Thailand and validly existing under the laws of Lao PDR Thailand with full power and authority to own its property, property and conduct its business and execute and perform its duties and obligations hereunderbusiness;
(bii) the issue and issue, the offering of the Bonds, and the execution of the Bonds, the authentication of the Bonds (where appropriate) and the issue, the entry into and the or delivery by the Issuer of each of the Transaction Document Documents to which it is a party and the performance of the obligations expressed to be assumed by it thereunder by the Issuer have been duly authorised by all necessary corporate or other actions of the Issuer as required by the applicable laws of Lao PDR and Thailand are still in full force and do not and will not conflict with, or result in a breach of, any of its memorandum of association, articles of association or other constitutional documents and any laws by which it is boundeffect;
(ciii) the Bonds and each of the Transaction Document Documents to which the Issuer it is a party, when executed, authenticated (where appropriate) executed and delivered as herein contemplatedcontemplated therein, will constitute legal, valid, binding and enforceable obligations of the Issuer, except to the extent that the enforcement thereof may be limited by provisions of applicable laws;
(div) there exists no Event of Default and no event that may has occurred or circumstance arisen which, had the Bonds already been issued, would constitute an Event of Default under the Conditions and the Issuer is not in breach or default under any Transaction Document; andConditions;
(ev) all consents, approvals, authorisations authorizations or other orders of all governmental and/or regulatory authorities required for or in connection with the execution by the Issuer of the Transaction Documents and the due performance by the Issuer of its obligations under such documents, the issue and offering by the Issuer of the Bonds and the due performance by the Issuer of its obligations thereunder to which it is a party have been duly obtained and are in full force and effect;
(vi) except as disclosed in the prospectus for the Bonds, the Issuer is not involved in any litigation, arbitration or other proceedings nor, so far as the Issuer is aware of, any such litigation, arbitration or other proceeding pending or threatened which, if determined adversely to the Issuer, would individually or in aggregate have a material adverse effect on the condition (financial or other), prospects, results of operations, general affairs of the Issuer or on the ability of the Issuer to perform its obligations under the Bonds or the Transaction Documents to which it is a party, or which are otherwise material in the context of the offering of the Bonds; and
(vii) it is not under liquidation or bankruptcy proceedings and has not taken any corporate action, nor has any other action been taken or legal proceedings commenced or threatened against it, for its winding-up, rehabilitation, bankruptcy, dissolution, reorganisation, composition or for the appointment of a receiver, liquidator, trustee, examiner or similar officer of it or of all or any of its material assets or revenues.
Appears in 1 contract
