REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GENERAL PARTNER. The Company and the General Partner hereby represent, warrant and agree during the term of this Agreement as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GENERAL PARTNER. Each of the Company and the General Partner hereby represents and warrants to LBCCA, to the extent only of the actual factual knowledge of the General Partner (which does not include implied or imputed knowledge), that (a) it has the authority under the laws of the Cayman Islands to enter into, perform and deliver this Agreement, and has taken all necessary action to approve and authorize the same and (b) its obligations under this Agreement are legal, valid, binding and enforceable against it in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and do not conflict with any law or regulation or its constitutional documents or any other document binding on it. The Company further represents and warrants to LBCCA,that it is the sole legal and beneficial owner of the Retained CBay Shares which will be transferred to LBCCA pursuant to the Redemption or Distribution. The Company confirms to LBCCA, that there is no encumbrance on, over or affecting such Retained CBay Shares to be transferred (or any of them), nor any agreement or commitment to create any such encumbrance and no claim has been made that any person is entitled to such encumbrance. For the purposes of this paragraph, encumbrance shall mean any option, transfer, mortgage, pledge, lien, charge, assignment by way of security, hypothecation, security interest, any arrangements commonly referred to as flawed assets arrangements and set-off rights which exceed the rights of the insolvency set-off rules of any relevant jurisdiction, or any other security arrangement or agreement, whether conditional or not.
