Common use of Representations and Warranties of Debtors Clause in Contracts

Representations and Warranties of Debtors. In order to induce LENDER to enter into the Master Agreement, DEBTORS represent and warrant the following as of the date hereof and until termination of this Master Agreement: 8.1.1 That DEBTORS are duly organized, registered and validly existing pursuant to the laws of the Republic of Argentina, the United States of America and The Netherlands, as applicable, with all necessary powers and authority to carry out the relevant operations and businesses currently developed by them; and 8.1.2 That DEBTORS are not bound to apply for authorizations or approvals from any judicial or governmental authority or from any other public or private entity (including, without limitation, lessors, lenders, creditors, insurance companies, and financial institutions) as a result of this Master Agreement and/or the Guaranties; and 8.1.3 That the Agreement and the Guaranties (i) are legal acts or businesses that DEBTORS are legally authorized and qualified to perform pursuant to the relevant legal and statutory provisions governing their activity; and (ii) that they are executed pursuant to all the required internal approvals of DEBTORS, without infringing any legal, statutory, stockholders’ meeting or contractual provision, and that no further authorization is necessary; and 8.1.4 That DEBTORS and/or their Affiliates have not materially and significantly defaulted on: (i) any order, ruling, mandatory injunction, demand, decree or request from any court of justice or arbitral tribunal, or any government agency, whether national, provincial or municipal, in the Republic of Argentina, or abroad, and/or (ii) payment of any taxes, rates, liens, social security debts and/or levies, whether national, provincial or municipal, in the Republic of Argentina, or abroad; and 8.1.5 That DEBTORS have no pending lawsuit, investigation or judicial, administrative or arbitral proceeding before any court of justice, arbitral tribunal or administrative authority, whether national, provincial or municipal, in the Republic of Argentina, or abroad; or any arbitration proceeding, that may (i) adversely and materially affect their capacity to fulfill their payment obligations under the Transaction Documents; (ii) affect the validity, legality or enforceability of any of the Transaction Documents; and/or (iii) have a Material Adverse Effect on the business, financial or any other condition, or the result of their operations; and 8.1.6 That the execution and delivery of, and/or compliance with the Transaction Documents and the Share’s Pledge do not infringe any provisions under the Applicable Rules and/or any law and/or decree and/or regulation and/or resolution applicable to DEBTORS and do not infringe any order issued by any court or relevant judicial, arbitral or administrative authority DEBTORS might be subject to, and/or under any mortgage, security interest, debt instrument, contract or other undertaking in which DEBTORS might be a party or be bound to; and 8.1.7 That there is no limitation and/or hindrance whatsoever that precludes and/or prohibits and/or limits and/or in any way restricts the powers and rights of DEBTORS to execute all Transaction Documents and the Share’s Pledge (both main documents and ancillary documents), as well as any other commitment assumed by DEBTORS to LENDER under any of the Transaction Documents; and 8.1.8 That DEBTORS are in compliance with the rules and regulations in force applicable to them in environmental, industrial safety and public health matters, and that they have secured all authorizations, permits and licenses required under such rules and regulations; and 8.1.9 That the contracts or transactions relating to DEBTORS are not in breach or in failure to comply with their obligations under their terms and conditions; and that all the information that the DEBTORS have provided to LENDER in relation to the preparation, negotiation and execution of the Transaction Documents is correct and true; and 8.1.10 That the annual balance sheet of BORROWER as of December 31st 2015, and that of SURETIES as of December 31st 2015, the relevant statements of income and financial position, annexes and further information therein contained relating to BORROWER and/or SURETIES, duly signed copies of which BORROWER and SURETIES have delivered to LENDER through their pertinent authorities, accurately present the financial situation and result of operations of BORROWER as of such date, and that from December 31st 2015, no adverse change or event that may cause an adverse change in the business, operations, prospects or financial condition of BORROWER and/or SURETIES has occurred; and 8.1.11 That the Shares Pledge granted are not, as of the day of the date, subject to any paramount title; and 8.1.12 That DEBTORS have taken out and maintain in force and effect all required insurance pursuant to the standards current of the country of origin pertinent to each of them for the activities they develop with creditworthy insurance companies of national renown; and 8.1.13 That the Transaction Documents and the obligations included therein are and will be at all times direct and general obligations of DEBTORS and have and will have at all times the highest preferential xxxxxx DEBTORS’ debt, in accordance with Applicable Rules ; and 8.1.14 That the Transaction Documents and the Pledge are, or when duly executed and delivered will be, in proper legal form and substance under the applicable law for purposes of performance thereof, pursuant to applicable law in accordance to SECTION THIRTEEN. All formalities required in the Republic of Argentina and any other applicable jurisdiction for the validity and performance of the Transaction Documents (including any notice, registration, filing, payment of fees or taxes, notarization, or submittal to any Government Authority) have been complied with; and 8.1.15 That no Event of Default has occurred as a consequence of or in connection with the performance of the transactions contemplated in the Transaction Documents; and 8.1.16 That no Material Adverse Change has occurred as regards DEBTORS that may reasonably cause a Material Adverse Effect in their capacity to comply their obligations under the Transaction Documents; and 8.1.17 That every reasonable action is being followed and taken by them in order to remain compliant with all international laws, regulations and conventions relating to environmental, labor, health and social security issues as applicable thereto; and

Representations and Warranties of Debtors. In order to induce LENDER to enter into the Master Agreement, DEBTORS represent and warrant the following as of the date hereof and until termination of this Master Agreement: 8.1.1 7.1.1. That DEBTORS are BORROWER is duly organized, registered and validly existing pursuant to the laws of the Republic of ArgentinaArgentina and the SURETY is duly organized, registered and validly existing pursuant to the United States laws of America and The Netherlands, as applicableDelaware, with all necessary powers and authority to carry out the relevant operations and businesses currently developed by them; and 8.1.2 7.1.2. That DEBTORS are not bound to apply for authorizations or approvals from any judicial or governmental authority or from any other public or private entity (including, without limitation, lessors, lenders, creditors, insurance companies, and financial institutions) as a result of this Master Agreement and/or the Guaranties; and 8.1.3 7.1.3. That the Agreement and the Guaranties (i) are legal acts or businesses that DEBTORS are legally authorized and qualified to perform pursuant to the relevant legal and statutory provisions governing their activity; and (ii) that they are executed pursuant to all the required internal approvals of DEBTORS, without infringing any legal, statutory, stockholders’ meeting or contractual provision, and that no further authorization is necessary; and 8.1.4 7.1.4. That DEBTORS and/or their Affiliates have not materially and significantly defaulted on: (i) any order, ruling, mandatory injunction, demand, decree or request from any court of justice or arbitral tribunal, or any government agency, whether national, provincial or municipal, in the Republic of Argentina, or abroad, and/or (ii) payment of any taxes, rates, liens, social security debts and/or levies, whether national, provincial or municipal, in the Republic of Argentina, or abroad; and 8.1.5 7.1.5. That DEBTORS have no pending lawsuit, investigation or judicial, administrative or arbitral proceeding before any court of justice, arbitral tribunal or administrative authority, whether national, provincial or municipal, in the Republic of Argentina, or abroad; or any arbitration proceeding, that may (i) adversely and materially affect their capacity to fulfill their payment obligations under the Transaction Documents; (ii) affect the validity, legality or enforceability of any of the Transaction Documents; and/or (iii) have a Material Adverse Effect material adverse effect on the business, financial or any other condition, or the result of their operations; and 8.1.6 7.1.6. That the execution and delivery of, and/or compliance with the Transaction Documents and the Share’s Pledge do not infringe any provisions under the Applicable Rules and/or any law and/or decree and/or regulation and/or resolution applicable to DEBTORS and do not infringe any order issued by any court or relevant judicial, arbitral or administrative authority DEBTORS might be subject to, and/or any provision under the current by-laws of DEBTORS and/or under any mortgage, security interest, debt instrument, contract or other undertaking in which DEBTORS might be a party or be bound to; and 8.1.7 7.1.7. That there is no paramount title and/or lien and/or restriction and/or limitation and/or hindrance whatsoever that precludes and/or prohibits and/or limits and/or in any way restricts the powers and rights of DEBTORS to execute all Transaction Documents and the Share’s Pledge (both main documents and ancillary documents), as well as any other commitment assumed by DEBTORS to LENDER under any of the Transaction Documents; and 8.1.8 7.1.8. That DEBTORS are in compliance with the rules and regulations in force applicable to them in environmental, industrial safety and public health matters, and that they have secured all authorizations, permits and licenses required under such rules and regulations; and 8.1.9 7.1.9. That they have informed LENDER with all the contracts information relating to or transactions in connection with any other agreement, contract or transaction, fact and/or circumstance relating to DEBTORS are not that may in breach or in failure any way adversely and materially affect the capacity of any of them to comply with their payment obligations hereunder and under their terms and conditions; the Guarantees, and that all the information that the DEBTORS have provided furnished to LENDER in relation by DEBTORS relating to the preparation, negotiation and execution of the Transaction Documents is true and correct and truedoes not contain any inaccurate information regarding any relevant fact, nor does it omit any relevant fact the mention of which might be necessary to prevent the stated facts from being inaccurate or misleading; and 8.1.10 7.1.10. That the annual balance sheet of BORROWER as of December 31st 2015, 2017 and that of SURETIES SURETY as of December 31st 20152017, the relevant statements of income and financial position, annexes and further information therein contained relating to BORROWER and/or SURETIESSURETY, duly signed copies of which BORROWER and SURETIES SURETY have delivered to LENDER through their pertinent authorities, accurately present the financial situation and result of operations of BORROWER as of such date, and that from December 31st 2015, no adverse change or event that may cause an adverse change in the business, operations, prospects or financial condition of BORROWER and/or SURETIES SURETY has occurred; and 8.1.11 7.1.11. That the Shares Pledge surety granted by the Surety are not, as of the day of the date, not subject to any paramount title; and 8.1.12 7.1.12. That DEBTORS have taken out and maintain in force and effect all required insurance pursuant to the standards current of the country of origin pertinent to each of them for the activities they develop with creditworthy insurance companies of national renown; and 8.1.13 7.1.13. That the Transaction Documents and the obligations included therein are and will be at all times direct and general obligations of DEBTORS and have and will have at all times the highest preferential xxxxxx rank in DEBTORS’ debt, debt in accordance with Applicable Rules Rules; and 8.1.14 7.1.14. That the Transaction Documents and the Pledge are, or when duly executed and delivered will be, in proper legal form and substance under the applicable law for purposes of performance thereof, pursuant to applicable law in accordance to SECTION THIRTEENlaw. All formalities required in the Republic of Argentina and any other applicable jurisdiction for the validity and performance of the Transaction Documents (including any notice, registration, filing, payment of fees or taxes, notarization, or submittal to any Government Authority) have been complied with; and 8.1.15 7.1.15. That no Event of Default has occurred as a consequence of or in connection with the performance of the transactions contemplated in the Transaction Documents; and 8.1.16 7.1.16. That no Material Adverse Change has occurred as regards DEBTORS that may reasonably cause a Material Adverse Effect in their capacity to comply their obligations under the Transaction Documents; and 8.1.17 7.1.17. That every reasonable action is being followed and taken by them in order to remain compliant with all international laws, regulations and conventions relating to environmental, labor, health and social security issues as applicable thereto; and