Representations and Warranties of each Securityholder. Each Securityholder, severally but not jointly as to any other Securityholder, represents and warrants to Parent as follows (it being understood that, except where expressly stated to be given or made as of the date hereof only, the representations and warranties contained in this Section 5 shall be made as of the date hereof, as of the Acceptance Time and, if such Securityholder’s Subject Securities have not been previously accepted for payment pursuant to the Offer, as of the date of each Company Securityholders Meeting):
Representations and Warranties of each Securityholder. Each Securityholder (severally and not jointly, as to itself) hereby represents and warrants to, an agrees with, the Company and the other Securityholders that, as of the date hereof:
(a) such Securityholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Securityholder of this Agreement have been duly authorized by all necessary action;
(b) this Agreement has been duly and validly executed and delivered by such Securityholder and constitutes the binding obligation of such Securityholder enforceable against such Securityholder in accordance with its terms, subject to Creditors’ Rights;
(c) the execution, delivery, and performance by such Securityholder of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Securityholder is subject, (ii) violate any order, judgment, or decree applicable to such Securityholder or (iii) conflict with, or result in a breach or default under, any agreement or instrument to which such Securityholder is a party or any term or condition of its certificate of incorporation or bylaws, certificate of limited partnership or partnership agreement, or certificate of formation or limited liability company agreement, as applicable, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Securityholder’s ability to satisfy its obligations hereunder;
(d) no consent, approval, permit, license, order or authorization of, filing with, or notice or other action to, with or by any Governmental Authority or any other Person, is necessary, on the part of such Securityholder to perform its obligations hereunder or to authorize the execution, delivery and performance by such Securityholder of its obligations hereunder, except where such consent, approval, permit, license, order, authorization, filing or notice would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Securityholder’s ability to satisfy its obligations hereunder or under any agreement or other instrument to which such Securityholder is a party;
Representations and Warranties of each Securityholder. Each Securityholder hereby represents and warrants to Pan American as set forth below and acknowledges that Pan American is relying upon such representations and warranties in entering into this Agreement and the Arrangement Agreement:
(a) that the common shares in the capital of Minefinders (the “Shares”) and other securities issued by Minefinders (the “Other Securities”) set out next to such Securityholder’s name in Schedule A include all Shares and Other Securities held of record, beneficially owned by, or for which voting or dispositive power is granted to such Securityholder or any of his or her affiliates (which includes, for the purposes of this Agreement, any entity controlled by the Securityholder or an affiliate of any entity controlled by the Securityholder). In respect of such Shares and Other Securities, such Securityholder or one of his or her affiliates is as of the date hereof, and will be immediately prior to the Effective Time, the legal and beneficial owner, with sole voting power and exclusive right of disposition and sole power to agree to all the matters set forth in this Agreement. Each Securityholder and his or her affiliates has as of the date hereof, and will have immediately prior to the Effective Time, good and marketable title to its Shares and Other Securities, free and clear of any and all hypothecs, liens, pledges, mortgages, charges, restrictions, security interests, adverse claims and demands or rights of others of any nature or kind whatsoever (collectively, “Encumbrances”). Other than the Shares and Other Securities listed in Schedule A, no equity or voting shares or securities of Minefinders convertible into equity or voting shares are beneficially owned or controlled by such Securityholder or any of his or her affiliates;
(b) such Securityholder has the legal capacity to execute and deliver this Agreement and to perform his or her obligations under this Agreement. This Agreement has been duly executed and delivered by such Securityholder and this Agreement constitutes the legal, valid and binding obligation of such Securityholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally and general principles of equity;
(c) neither the authorization, execution or delivery of this Agreement by such Securityholder, the performance by such Securityholder of his or her obligations under this Agreement nor the completion of the Arrangement sh...
Representations and Warranties of each Securityholder. Each Securityholder hereby, severally and not jointly, represents and warrants to Parent as of the date hereof in respect of itself as follows:
Representations and Warranties of each Securityholder. For ----------------------------------------------------- purposes of Articles II and IX of this Agreement, the Company shall be deemed to include and refer to the Company's wholly and/or partially owned subsidiaries, investments in other business enterprises and joint ventures. Except as specifically set forth in the relevant Schedules attached hereto delivered by the Securityholders to Purchaser, each Securityholder does hereby, severally and not jointly, in accordance with their respective equity interests in the Company prior to the Closing, represent and warrant to Purchaser that:
(a) Organization of the Company. The Company is a company duly --------------------------- organized, validly existing and functioning under the laws of Italy and has all requisite corporate right, power and authority to own, operate and lease its assets and to conduct its business in the manner in which it is now conducted. All of the formalities required under Italian law have been complied with, and the Company is not in default under any applicable statutory or regulatory provision. True and complete copies of the current charter documents of the Company have been furnished to Purchaser and its counsel. The Company does not own or lease any assets or conduct any business in any jurisdiction other than Italy.
Representations and Warranties of each Securityholder. Each Securityholder (severally and not jointly, as to itself) hereby represents and warrants to, and agrees with, the Company and the other Securityholders that, as of the date hereof:
(a) such Securityholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Securityholder of this Agreement have been duly authorized by all necessary action;
(b) this Agreement has been duly and validly executed and delivered by such Securityholder and constitutes the binding obligation of such Securityholder enforceable against such Securityholder in accordance with its terms, subject to Creditors' Rights;
