Common use of REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as follows: (a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization. (b) The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent documents or (ii) law or any material contractual restriction binding on such Borrowing Subsidiary. (c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as followsof the date thereof that: (a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization. (b) The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement Local Currency Addendum to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement any Local Currency Addendum to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent documents or (ii) law or any material contractual restriction binding on or affecting such Borrowing Subsidiary. (c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as follows: (a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization. (b) The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) (i) its constituent organizational documents or (iiii)(ii)(a) any law or (b) any material contractual restriction binding on such Borrowing Subsidiary.Subsidiary except, in the case of clause (ii), where such contravention would not reasonably be expected to result in a Material Adverse Effect. ​ (c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.. ​ ​ ​

REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as follows: (a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization. (b) The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement or Local Currency Addendum to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement or any Local Currency Addendum to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent documents or (ii) law or any material contractual restriction binding on such Borrowing Subsidiary. (c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement or Local Currency Addendum to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as follows: (a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization. (b) The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent organizational documents or (iiii)(a) any law or (b) any material contractual restriction binding on such Borrowing SubsidiarySubsidiary except, in the case of clause (ii)(b), where such contravention would not reasonably be expected to result in a Material Adverse Effect. (c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of its Election to Participate to have represented and warranted as follows: (a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization. (b) The execution and delivery by it of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent organizational documents or (iiii)(a) any law or (b) any material contractual restriction binding on such Borrowing SubsidiarySubsidiary except, in the case of clause (ii), where such contravention would not reasonably be expected to result in a Material Adverse Effect. (c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.

REPRESENTATIONS AND WARRANTIES OF BORROWING SUBSIDIARIES. Each Borrowing Subsidiary shall be deemed by the execution and delivery of this Agreement (in the case of Ecolab Pty or Ecolab Finance Pty) or of its Election to Participate to have represented and warranted as follows: (a) It is duly organized, validly existing and in good standing (or its equivalent under local law) under the laws of the jurisdiction of its organization. (b) The execution and delivery by it of this Agreement (in the case of Ecolab Pty or Ecolab Finance Pty) or of its Election to Participate, its Notes, and any Letter of Credit Reimbursement Agreement or Local Currency Addendum to which it is a party, and the performance by it of this Agreement, its Notes, and Letter of Credit Reimbursement Agreement or any Local Currency Addendum to which it is a party, are within its powers, have been duly authorized by all necessary action, and do not contravene (i) its constituent documents or (ii) law or any material contractual restriction binding on such Borrowing Subsidiary. (c) This Agreement constitutes a legal, valid and binding agreement of such Borrowing Subsidiary, and its Notes, and any Letter of Credit Reimbursement Agreement or Local Currency Addendum to which it is a party, when executed and delivered in accordance with this Agreement, will constitute legal, valid and binding obligations of such Borrowing Subsidiary, enforceable against such Borrowing Subsidiary in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity.