Common use of Representations and Warranties of Project Company Clause in Contracts

Representations and Warranties of Project Company. The Project Company warrants to the Government as follows: (a) The Project Company is a company, duly incorporated and validly existing under Lao PDR Law. (b) The Project Company has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by all necessary corporate action on the part of Project Company, as witnessed by the Parent, and this Agreement constitutes a legal, valid and binding obligation of Project Company enforceable against Project Company in accordance with its terms. (d) All Authorizations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement have been obtained or effected and are in full force and effect; (e) The Parent owns 100% of the equity interests in Project Company and Project Company has no subsidiaries. (f) Annex I (Parent and Project Company Information) contains (except as noted therein) complete and correct lists or tables setting forth: (i) Parent’s shareholders; (ii) Parent’s Affiliates showing forth, in each case, its relationship to the Project Company and the jurisdiction in which it is organized; (iii) the directors and senior officers of the Project Company; and (iv) each Person that is the ultimate beneficial owner of 5% or more of (a) the voting rights ordinarily empowered to control the management of Parent, or (b) the rights to share in the profits of Parent, and the chain through which such rights are exercised. (g) None of the Affiliates, directors, officers or other Persons identified in Annex I (Parent and Project Company Information) is a Prohibited Person. (h) The execution, delivery and performance by Project Company of this Agreement will not (i) contravene, result in any breach of, or constitute a default under, any agreement or instrument to which Project Company is a party or by which it or any of its properties are bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority, applicable to Project Company or (iii) violate any provision of any statute or other rule or regulation of any governmental authority applicable to Project Company or Parent. (i) There are no actions, suits, investigations or proceedings pending or, to the knowledge of Project Company, threatened, against or affecting Project Company or any property of Project Company in any court or before any arbitrator of any kind or before or by any governmental authority that call into question the right of Project Company to enter into and perform its obligations under this Agreement or that, if resolved against Project Company, would materially adversely affect its ability to perform its obligations under this Agreement. (j) The Project Company, or Parent, to the knowledge of Project Company, has not been determined under any order, judgment, decree or ruling of any court, arbitrator or governmental authority to be in material violation of (i) any applicable law, ordinance, rule or regulation relating to the protection of the environment of any governmental authority or (ii) any agreement pursuant to which it is entitled to engage in tourism services under the laws of any jurisdiction. (k) Except as otherwise disclosed in writing to the Government, all written materials furnished in writing by or on behalf of the Project Company or Parent, with respect to the benefits to be derived by the Government from the Project were accurate in all material respects and no information was omitted or included, the omission or inclusion of which, as the case may be, would make the information furnished misleading in any material respect, in each case as of the date on which such information was furnished by the Project Company or Parentto the Government; (l) Project Company has the experience, finance, expertise, technical know-how and systems required for the conduct of the activities contemplated by this Agreement.

Representations and Warranties of Project Company. The Project Company represents and warrants to the Government as follows: (a) The Project Company is a companycorporation, duly incorporated and validly existing under Lao PDR Law. (b) The Project Company has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by all necessary corporate action on the part of Project Company, as witnessed by the Parent, and this Agreement constitutes a legal, valid and binding obligation of Project Company enforceable against Project Company in accordance with its terms. (d) All Authorizations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement have been obtained or effected and are in full force and effect; (e) The Parent owns 100% of the equity interests in Project Company and Project Company has no subsidiaries. (f) Annex I (Parent I(Parent and Project Company Information) contains (except as noted therein) complete and correct lists or tables setting forth: (i) Parent’s shareholders; (ii) Parent’s Affiliates showing forth, in each case, its relationship to the Project Company and the jurisdiction in which it is organized; (iii) the directors and senior officers of the Project Company; and (iv) each Person that is the ultimate beneficial owner of 5% or more of (a) the voting rights ordinarily empowered to control the management of Parent, or (b) the rights to share in the profits of Parent, and the chain through which such rights are exercised. (g) None of the Affiliates, directors, officers or other Persons identified in Annex I (Parent I(Parent and Project Company Information) is a Prohibited Person. (h) The execution, delivery and performance by Project Company of this Agreement will not (i) contravene, result in any breach of, or constitute a default under, any agreement or instrument to which Project Company is a party or by which it or any of its properties are bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority, applicable to Project Company or (iii) violate any provision of any statute or other rule or regulation of any governmental authority applicable to Project Company or Parent. (i) Company. There are no actions, suits, investigations or proceedings pending or, to the knowledge of Project Company, threatened, against or affecting Project Company or any property of Project Company in any court or before any arbitrator of any kind or before or by any governmental authority that call into question the right of Project Company to enter into and perform its obligations under this Agreement or that, if resolved against Project Company, would materially adversely affect its ability to perform its obligations under this Agreement. (ji) The Project Company, or Parent, to the knowledge of Project Company, Company has not been determined under any order, judgment, decree or ruling of any court, arbitrator or governmental authority to be in material violation of of (i) any applicable law, ordinance, rule or regulation relating to the protection of the environment of any governmental authority or (ii) any agreement pursuant to which it is entitled to engage in tourism services agricultural production under the laws of any jurisdiction. (kj) Except as otherwise disclosed in writing to the Government, all written materials furnished in writing by or on behalf of the Project Company or ParentCompany, with respect to the benefits to be derived by the Government from the Project were accurate in all material respects and no information was omitted or included, the omission or inclusion of which, as the case may be, would make the information furnished misleading in any material respect, in each case as of the date on which such information was furnished by the Project Company or Parentto to the Government; (lk) Project Company has the experience, finance, expertise, technical know-how and systems required for the conduct of the activities contemplated by this Agreement.

Representations and Warranties of Project Company. The Project Company represents and warrants to the Government as follows: (a) The Project Company is a companycorporation, duly incorporated and validly existing under Lao PDR Law. (b) The Project Company has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by all necessary corporate action on the part of Project Company, as witnessed by the Parent, and this Agreement constitutes a legal, valid and binding obligation of Project Company enforceable against Project Company in accordance with its terms. (d) All Authorizations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement have been obtained or effected and are in full force and effect; (e) The Parent owns 100% of the equity interests in Project Company and Project Company has no subsidiaries. (f) Annex I (Parent I(Parent and Project Company Information) contains (except as noted therein) complete and correct lists or tables setting forth: (i) Parent’s shareholders; (ii) Parent’s Affiliates showing forth, in each case, its relationship to the Project Company and the jurisdiction in which it is organized; (iii) the directors and senior officers of the Project Company; and (iv) each Person that is the ultimate beneficial owner of 5% or more of (a) the voting rights ordinarily empowered to control the management of Parent, or (b) the rights to share in the profits of Parent, and the chain through which such rights are exercised. (g) None of the Affiliates, directors, officers or other Persons identified in Annex I (Parent Xxxxx X(Parent and Project Company Information) is a Prohibited Person. (h) The execution, delivery and performance by Project Company of this Agreement will not (i) contravene, result in any breach of, or constitute a default under, any agreement or instrument to which Project Company is a party or by which it or any of its properties are bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority, applicable to Project Company or (iii) violate any provision of any statute or other rule or regulation of any governmental authority applicable to Project Company or Parent. (i) Company. There are no actions, suits, investigations or proceedings pending or, to the knowledge of Project Company, threatened, against or affecting Project Company or any property of Project Company in any court or before any arbitrator of any kind or before or by any governmental authority that call into question the right of Project Company to enter into and perform its obligations under this Agreement or that, if resolved against Project Company, would materially adversely affect its ability to perform its obligations under this Agreement. (ji) The Project Company, or Parent, to the knowledge of Project Company, Company has not been determined under any order, judgment, decree or ruling of any court, arbitrator or governmental authority to be in material violation of of (i) any applicable law, ordinance, rule or regulation relating to the protection of the environment of any governmental authority or (ii) any agreement pursuant to which it is entitled to engage in tourism services agricultural production under the laws of any jurisdiction. (kj) Except as otherwise disclosed in writing to the Government, all written materials furnished in writing by or on behalf of the Project Company or ParentCompany, with respect to the benefits to be derived by the Government from the Project were accurate in all material respects and no information was omitted or included, the omission or inclusion of which, as the case may be, would make the information furnished misleading in any material respect, in each case as of the date on which such information was furnished by the Project Company or Parentto to the Government; (lk) Project Company has the experience, finance, expertise, technical know-how and systems required for the conduct of the activities contemplated by this Agreement.